Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Sep. 30, 2016 | Oct. 31, 2016 | Mar. 31, 2016 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | GRIFFON CORP | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --09-30 | ||
Entity Common Stock, Shares Outstanding | 45,040,758 | ||
Entity Public Float | $ 544,000,000 | ||
Amendment Flag | false | ||
Entity Central Index Key | 50,725 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Sep. 30, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2016 | Sep. 30, 2015 |
CURRENT ASSETS | ||
Cash and equivalents | $ 72,553 | $ 52,001 |
Accounts receivable, net of allowances of $6,425 and $5,342 | 233,751 | 218,755 |
Contract costs and recognized income not yet billed, net of progress payments of $8,001 and $16,467 | 126,961 | 103,895 |
Inventories, net | 308,869 | 325,809 |
Prepaid and other current assets | 38,605 | 40,258 |
Assets of discontinued operations | 219 | 236 |
Total Current Assets | 780,958 | 740,954 |
PROPERTY, PLANT AND EQUIPMENT, net | 405,404 | 379,972 |
GOODWILL | 361,185 | 356,241 |
INTANGIBLE ASSETS, net | 210,599 | 213,837 |
OTHER ASSETS | 21,982 | 18,554 |
ASSETS OF DISCONTINUED OPERATIONS | 1,968 | 3,255 |
Total Assets | 1,782,096 | 1,712,813 |
CURRENT LIABILITIES | ||
Notes payable and current portion of long-term debt | 22,644 | 16,593 |
Accounts payable | 190,341 | 199,811 |
Accrued liabilities | 103,594 | 101,204 |
Liabilities of discontinued operations | 1,684 | 2,229 |
Total Current Liabilities | 318,263 | 319,837 |
LONG-TERM DEBT, net | 913,914 | 826,976 |
OTHER LIABILITIES | 137,266 | 132,096 |
LIABILITIES OF DISCONTINUED OPERATIONS | 1,706 | 3,379 |
Total Liabilities | 1,371,149 | 1,282,288 |
COMMITMENTS AND CONTINGENCIES | ||
SHAREHOLDERS’ EQUITY | ||
Preferred stock, par value $0.25 per share, authorized 3,000 shares, no shares issued | 0 | 0 |
Common stock, par value $0.25 per share, authorized 85,000 shares, issued 79,966 shares and 79,080 shares | 19,992 | 19,770 |
Capital in excess of par value | 529,980 | 518,485 |
Retained earnings | 475,760 | 454,548 |
Treasury shares, at cost, 34,797 common shares and 30,737 common shares | (501,866) | (436,559) |
Accumulated other comprehensive loss | (81,241) | (91,188) |
Deferred compensation | (31,678) | (34,531) |
Total Shareholders’ Equity | 410,947 | 430,525 |
Total Liabilities and Shareholders’ Equity | $ 1,782,096 | $ 1,712,813 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) $ in Thousands | Sep. 30, 2016 | Sep. 30, 2015 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, net allowances | $ 6,426 | $ 5,342 |
Contract costs, net of progress payments | 8,001 | 16,467 |
Debt discount, long term debt | $ (2,695) | $ (5,594) |
Preferred stock, par value (in Dollars per share) | $ 0.25 | $ 0.25 |
Preferred stock, share authorized (in Shares) | 3,000,000 | 3,000,000 |
Preferred stock, shares issued (in Shares) | 0 | 0 |
Common stock, par value (in Dollars per share) | $ 0.25 | $ 0.25 |
Common stock, share authorized (in Shares) | 85,000,000 | 85,000,000 |
Common stock, shares issued (in Shares) | 79,966,000 | 79,080,000 |
Treasury shares (in Shares) | 34,797,000 | 30,737,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 | |
Income Statement [Abstract] | |||
Revenue | $ 1,957,161 | $ 2,016,032 | $ 1,991,811 |
Cost of goods and services | 1,483,727 | 1,540,254 | 1,532,412 |
Gross profit | 473,434 | 475,778 | 459,399 |
Selling, general and administrative expenses | 364,027 | 374,761 | 375,099 |
Restructuring and other related charges | 5,900 | 0 | 6,136 |
Total operating expenses | 369,927 | 374,761 | 381,235 |
Income from operations | 103,507 | 101,017 | 78,164 |
Other income (expense) | |||
Interest expense | (51,254) | (48,173) | (48,447) |
Interest income | 143 | 301 | 303 |
Loss from debt extinguishment | 0 | 0 | (38,890) |
Other, net | 768 | 491 | 3,154 |
Total other income (expense) | (50,343) | (47,381) | (83,880) |
Income (loss) before taxes | 53,164 | 53,636 | (5,716) |
Provision (benefit) for income taxes | 23,154 | 19,347 | (5,539) |
Net income (loss) | $ 30,010 | $ 34,289 | $ (177) |
Basic earnings (loss) per common share (in Dollars per share) | $ 0.73 | $ 0.77 | $ 0 |
Weighted-average shares outstanding (in Shares) | 41,074 | 44,608 | 49,367 |
Diluted earnings (loss) per common share (in Dollars per share) | $ 0.68 | $ 0.73 | $ 0 |
Weighted-average shares outstanding (in Shares) | 44,109 | 46,939 | 49,367 |
Other comprehensive income (loss), net of taxes: | |||
Foreign currency translation adjustments | $ 17,284 | $ (56,358) | $ (23,933) |
Pension and other post-retirement plans | (5,651) | (4,326) | (3,914) |
Change in available-for-sale securities | 0 | (870) | 870 |
Gain (loss) on cash flow hedge | (1,686) | 430 | 252 |
Total other comprehensive income (loss), net of taxes | 9,947 | (61,124) | (26,725) |
Comprehensive income (loss) | $ 39,957 | $ (26,835) | $ (26,902) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net income (loss) | $ 30,010 | $ 34,289 | $ (177) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Depreciation and amortization | 70,208 | 69,800 | 67,396 |
Stock-based compensation | 10,136 | 11,110 | 11,473 |
Asset impairment charges - restructuring | 0 | 0 | 191 |
Provision for losses on accounts receivable | 338 | 84 | 359 |
Amortization of deferred financing costs and debt discounts | 7,415 | 6,982 | 6,427 |
Loss from debt extinguishment | 0 | 0 | 38,890 |
Deferred income taxes | 8,082 | 2,132 | (5,131) |
(Gain) loss on sale/disposal of assets | (350) | (342) | 244 |
Change in assets and liabilities, net of assets and liabilities acquired: | |||
(Increase) decrease in accounts receivable and contract costs and recognized income not yet billed | (34,296) | 32,150 | 6,009 |
(Increase) decrease in inventories | 20,533 | (48,356) | (50,461) |
(Increase) decrease in prepaid and other assets | (19,091) | (5,022) | (4,278) |
Increase (decrease) in accounts payable, accrued liabilities and income taxes payable | 8,950 | (27,250) | 21,304 |
Other changes, net | 4,002 | 560 | 1,055 |
Net cash provided by operating activities | 105,937 | 76,137 | 93,301 |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Acquisition of property, plant and equipment | (90,759) | (73,620) | (77,094) |
Acquired business, net of cash acquired | (4,470) | (2,225) | (62,306) |
Investment sales (purchases) | 715 | 8,891 | (8,402) |
Proceeds from sale of property, plant and equipment | 909 | 334 | 552 |
Net cash used in investing activities | (93,605) | (66,620) | (147,250) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from issuance of common stock | 0 | 371 | 584 |
Dividends paid | (8,798) | (7,654) | (6,273) |
Purchase of shares for treasury | (65,307) | (82,343) | (79,614) |
Proceeds from issuance of debt | 302,362 | 233,491 | 691,943 |
Payments of long-term debt | (214,986) | (187,735) | (603,094) |
Change in short-term borrowings | (54) | (365) | (749) |
Financing costs | (4,384) | (1,308) | (11,298) |
Purchase of ESOP shares | 0 | 0 | (20,000) |
Tax effect from exercise/vesting of equity awards, net | 0 | 345 | 273 |
Other, net | 55 | 347 | 298 |
Net cash used in financing activities | 8,888 | (44,851) | (27,930) |
CASH FLOWS FROM DISCONTINUED OPERATIONS: | |||
Net cash used in operating activities | (1,554) | (918) | (1,528) |
Net cash used in discontinued operations | (1,554) | (918) | (1,528) |
Effect of exchange rate changes on cash and equivalents | 886 | (4,152) | (2,318) |
NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS | 20,552 | (40,404) | (85,725) |
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD | 52,001 | 92,405 | 178,130 |
CASH AND EQUIVALENTS AT END OF PERIOD | 72,553 | 52,001 | 92,405 |
Supplemental Disclosure of Cash Flow Information: | |||
Cash paid for interest | 44,305 | 41,580 | 60,246 |
Cash paid for taxes | $ 3,431 | $ 16,446 | $ 9,626 |
CONSOLIDATED STATEMENTS OF SHAR
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common Stock [Member] | Capital In Excess Of Par Value [Member] | Retained Earnings [Member] | Treasury Stock [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Deferred Compensation [Member] |
Balance at Sep. 30, 2013 | $ 650,464 | $ 19,404 | $ 494,412 | $ 434,363 | $ (274,602) | $ (3,339) | $ (19,774) |
Balance (in Shares) at Sep. 30, 2013 | 77,616,000 | 18,527,000 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income (loss) | (177) | (177) | |||||
Dividends | (6,273) | (6,273) | |||||
Tax effect from exercise/vesting of equity awards, net | 273 | 273 | |||||
Amortization of deferred compensation | 2,457 | 2,457 | |||||
Common stock issued | 584 | $ 11 | 573 | ||||
Common stock issued (in Shares) | 44,000 | ||||||
Common stock acquired | (79,614) | $ (79,614) | |||||
Common stock acquired (in Shares) | 6,808,000 | ||||||
Equity awards granted, net | (152) | $ 206 | (358) | ||||
Equity awards granted, net (in Shares) | 824,000 | ||||||
ESOP purchase of common stock | (20,000) | (20,000) | |||||
ESOP allocation of common stock | (283) | (283) | |||||
Stock-based compensation | 11,473 | 11,473 | |||||
Other comprehensive income (loss), net of taxes | (26,725) | (26,725) | |||||
Balance at Sep. 30, 2014 | 532,027 | $ 19,621 | 506,090 | 427,913 | $ (354,216) | (30,064) | (37,317) |
Balance (in Shares) at Sep. 30, 2014 | 78,484,000 | 25,335,000 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income (loss) | 34,289 | 34,289 | |||||
Dividends | (7,654) | (7,654) | |||||
Tax effect from exercise/vesting of equity awards, net | 345 | 345 | |||||
Amortization of deferred compensation | 2,786 | 2,786 | |||||
Common stock issued | 371 | $ 17 | 354 | ||||
Common stock issued (in Shares) | 69,000 | ||||||
Common stock acquired | (82,343) | $ (82,343) | |||||
Common stock acquired (in Shares) | 5,402,000 | ||||||
Equity awards granted, net | (252) | $ 132 | (384) | ||||
Equity awards granted, net (in Shares) | 527,000 | ||||||
ESOP allocation of common stock | 970 | 970 | |||||
Stock-based compensation | 11,110 | 11,110 | |||||
Other comprehensive income (loss), net of taxes | (61,124) | (61,124) | |||||
Balance at Sep. 30, 2015 | 430,525 | $ 19,770 | 518,485 | 454,548 | $ (436,559) | (91,188) | (34,531) |
Balance (in Shares) at Sep. 30, 2015 | 79,080,000 | 30,737,000 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income (loss) | 30,010 | 30,010 | |||||
Dividends | (8,798) | (8,798) | |||||
Amortization of deferred compensation | 2,853 | 2,853 | |||||
Common stock issued | $ 10 | (10) | |||||
Common stock issued (in Shares) | 41,000 | ||||||
Common stock acquired | $ (65,307) | $ (65,307) | |||||
Common stock acquired (in Shares) | 15,855,854 | 4,060,000 | |||||
Equity awards granted, net | $ 264 | $ 212 | 52 | ||||
Equity awards granted, net (in Shares) | 845,000 | ||||||
ESOP allocation of common stock | 1,317 | 1,317 | |||||
Stock-based compensation | 10,136 | 10,136 | |||||
Other comprehensive income (loss), net of taxes | 9,947 | 9,947 | |||||
Balance at Sep. 30, 2016 | $ 410,947 | $ 19,992 | $ 529,980 | $ 475,760 | $ (501,866) | $ (81,241) | $ (31,678) |
Balance (in Shares) at Sep. 30, 2016 | 79,966,000 | 34,797,000 |
DESCRIPTION OF BUSINESS AND SUM
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Description of business Griffon Corporation (the “Company” or “Griffon”) is a diversified management and holding company that conducts business through wholly-owned subsidiaries. Griffon oversees the operations of its subsidiaries, allocates resources among them and manages their capital structures. Griffon provides direction and assistance to its subsidiaries in connection with acquisition and growth opportunities as well as in connection with divestitures. In order to further diversify, Griffon also seeks out, evaluates and, when appropriate, will acquire additional businesses that offer potentially attractive returns on capital. Headquartered in New York, N.Y., the Company was founded in 1959 and is incorporated in Delaware. Griffon is listed on the New York Stock Exchange and trades under the symbol GFF. Griffon currently conducts its operations through three reportable segments: • Home & Building Products (“HBP”) consists of two companies, The AMES Companies, Inc. (“AMES”) and Clopay Building Products (“CBP”): ◦ AMES is the leading U.S. manufacturer and a global provider of long-handled tools and landscaping products for homeowners and professionals. ◦ CBP is a leading manufacturer and marketer of residential and commercial garage doors and sells to professional dealers and some of the largest home center retail chains in North America. • Telephonics Corporation ("Telephonics") is recognized globally as a leading provider of highly sophisticated intelligence, surveillance and communications solutions for defense, aerospace and commercial customers. • Clopay Plastic Products Company, Inc. ("PPC") is a global leader in the development and production of embossed, laminated and printed specialty plastic films for hygienic, health-care and industrial products and sells to some of the world's largest consumer products companies. Consolidation The consolidated financial statements include the accounts of Griffon and all subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. The results of operations of acquired businesses are included from the dates of acquisitions. Earnings per share Due to rounding, the sum of earnings per share may not equal earnings per share of Net income. Discontinued operations – Installation Services In 2008, as a result of the downturn in the residential housing market, Griffon exited substantially all operating activities of its Installation Services segment which sold, installed and serviced garage doors and openers, fireplaces, floor coverings, cabinetry and a range of related building products, primarily for the new residential housing market. Operating results of substantially all of this segment have been reported as discontinued operations in the Consolidated Statements of Operations and Comprehensive Income (Loss) for all periods presented; Installation Services is excluded from segment reporting. At September 30, 2016 , Griffon’s assets and liabilities for discontinued operations primarily related to income taxes and product liability, warranty and environmental reserves. Reclassifications Certain amounts in prior years have been reclassified to conform to the current year presentation. Use of estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting periods. These estimates may be adjusted due to changes in economic, industry or customer financial conditions, as well as changes in technology or demand. Significant estimates include allowances for doubtful accounts receivable and returns, net realizable value of inventories, restructuring reserves, valuation of goodwill and intangible assets, percentage of completion method of accounting, pension assumptions, useful lives associated with depreciation and amortization of intangible and fixed assets, warranty reserves, sales incentive accruals, stock based compensation assumptions, income taxes and tax valuation reserves, environmental reserves, legal reserves, insurance reserves, the valuation of assets and liabilities of discontinued operations, acquisition assumptions used and the accompanying disclosures. These estimates are based on management’s best knowledge of current events and actions Griffon may undertake in the future. Actual results may ultimately differ from these estimates. Cash and equivalents Griffon considers all highly liquid investments purchased with an initial maturity of three months or less to be cash equivalents. Cash equivalents primarily consist of overnight commercial paper, highly-rated liquid money market funds backed by U.S. Treasury securities and U.S. Agency securities, as well as insured bank deposits. Griffon had cash in non-U.S. bank accounts of approximately $24,000 and $31,700 at September 30, 2016 and 2015 , respectively. Substantially all U.S. cash and equivalents are in excess of FDIC insured limits. Griffon regularly evaluates the financial stability of all institutions and funds that hold its cash and equivalents. Fair value of financial instruments The carrying values of cash and cash equivalents, accounts receivable, accounts and notes payable and revolving credit debt approximate fair value due to either the short-term nature of such instruments or the fact that the interest rate of the revolving credit debt is based upon current market rates. The fair value hierarchy, as outlined in the applicable accounting guidance, establishes a fair value hierarchy that requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the hierarchy is based on the lowest level of input that is significant to the fair value measurement. The accounting guidance establishes three levels of inputs that may be used to measure fair value, as follows: • Level 1 inputs are measured and recorded at fair value based upon quoted prices in active markets for identical assets. • Level 2 inputs include inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of assets or liabilities. • Level 3 inputs are unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. The fair values of Griffon’s 2022 senior notes and 2017 4% convertible notes approximated $725,000 and $121,563 , respectively, on September 30, 2016 . Fair values were based upon quoted market prices (level 1 inputs). Insurance contracts with a value of $3,088 at September 30, 2016 are measured and recorded at fair value based upon quoted prices in active markets for similar assets (level 2 inputs) and are included in Other current assets on the consolidated balance sheet. Items Measured at Fair Value on a Recurring Basis At September 30, 2016 and 2015, trading securities, measured at fair value based on quoted prices in active markets for similar assets (level 2 inputs), with a fair value of $1,314 ( $1,000 cost basis) and $1,374 ( $1,000 cost basis) were included in Prepaid and other current assets on the Consolidated Balance Sheets. During the year ended September 30, 2016, the Company settled trading securities with proceeds totaling $715 and recognized a loss of $13 in Other income (expense). During the year ended September 30, 2015, the Company settled all outstanding available-for-sale securities with proceeds totaling $8,891 and recognized a gain of $489 in Other income, and accordingly, a gain of $870 , net of tax, on available-for-sale securities was reclassified out of Accumulated other comprehensive income (loss) ("AOCI"). Realized and unrealized gains and losses on trading securities and realized gains and losses on available-for-sale securities are included in Other income in the Consolidated Statements of Operations and Comprehensive Income (Loss). In the normal course of business, Griffon’s operations are exposed to the effect of changes in foreign currency exchange rates. To manage these risks, Griffon may enter into various derivative contracts such as foreign currency exchange contracts, including forwards and options. During 2016 and 2015, Griffon entered into several such contracts in order to lock into a foreign currency rate for planned settlements of trade and inter-company liabilities payable in USD. At September 30, 2016 and 2015, Griffon had $25,500 and $25,531 of Australian dollar contracts at a weighted average rate of $1.30 and $1.43 , respectively, which qualified for hedge accounting. These hedges were all deemed effective as cash flow hedges with gains and losses related to changes in fair value deferred and recorded in Other comprehensive income (loss) and Prepaid and other current assets, or Accrued liabilities, until settlement. Upon settlement, gains and losses were recognized in the Consolidated Statements of Operations and Comprehensive Income (Loss) in Cost of goods and services. AOCI included deferred losses of $1,545 ( $1,004 , net of tax) and deferred gains of $1,049 ( $682 , net of tax) at September 30, 2016 and 2015, respectively. Upon settlement, gains and (losses) of $(752) and $1,223 were recognized in the Consolidated Statements of Operations and Comprehensive Income (Loss) in Cost of goods and services ("COGS") during the years ended September 30, 2016 and September 30, 2015, respectively. All contracts expire in 14 to 270 days . At September 30, 2016 and 2015, Griffon had $4,855 and $6,500 , respectively, of Canadian dollar contracts at a weighted average rate of $1.31 and $1.33 . These contracts, which protect Canadian operations from currency fluctuations for U.S. dollar based purchases, do not qualify for hedge accounting and fair value losses of $157 and fair value gains of $280 were recorded in Other assets and to Other income for the outstanding contracts, based on similar contract values (level 2 inputs), for the years ended September 30, 2016 and 2015, respectively. Realized gains of $136 and $257 , were recorded in Other income during the years ended September 30, 2016 and September 30, 2015, respectively. All contracts expire in 14 to 270 days . Pension plan assets with a fair value of $144,316 at September 30, 2016 , are measured and recorded at fair value based upon quoted prices in active markets for identical assets (level 1 inputs) and quoted market prices for similar assets (level 2 inputs). Non-U.S. currency translation Assets and liabilities of non-U.S. subsidiaries, where the functional currency is not the U.S. dollar, have been translated at year-end exchange rates and profit and loss accounts have been translated using weighted average exchange rates. Adjustments resulting from currency translation have been recorded in the equity section of the balance sheet in AOCI as cumulative translation adjustments. Cumulative translation adjustments were losses of $42,894 and $60,178 at September 30, 2016 and 2015 , respectively. Assets and liabilities of an entity that are denominated in currencies other than that entity’s functional currency are remeasured into the functional currency using period end exchange rates, or historical rates where applicable to certain balances. Gains and losses arising on remeasurements are recorded within the Consolidated Statement of Operations and Comprehensive Income (Loss) as a component of Other income (expense). Revenue recognition Revenue is recognized when the following circumstances are satisfied: a) persuasive evidence of an arrangement exists, b) delivery has occurred, title has transferred or services are rendered, c) price is fixed and determinable and d) collectability is reasonably assured. Goods are sold on terms that transfer title and risk of loss at a specified location. Revenue recognition from product sales occurs when all factors are met, including transfer of title and risk of loss, which occurs either upon shipment or upon receipt by customers at the location specified in the terms of sale. Other than standard product warranty provisions, sales arrangements provide for no other significant post-shipment obligations. From time to time and for certain customers, rebates and other sales incentives, promotional allowances or discounts are offered, typically related to customer purchase volumes, all of which are fixed or determinable and are classified as a reduction of revenue and recorded at the time of sale. Griffon provides for sales returns allowances based upon historical returns experience. Telephonics earns a substantial portion of its revenue as either a prime or subcontractor from contract awards with the U.S. Government, as well as non-U.S. governments and other commercial customers. These formal contracts are typically long-term in nature, usually greater than one year . Revenue and profits from these long-term fixed price contracts are recognized under the percentage-of-completion method of accounting. Revenue and profits on fixed-price contracts that contain engineering as well as production requirements are recorded based on the ratio of total actual incurred costs to date to the total estimated costs for each contract (cost-to-cost method). Using the cost-to-cost method, revenue is recorded at amounts equal to the ratio of actual cumulative costs incurred divided by total estimated costs at completion, multiplied by the total estimated contract revenue, less the cumulative revenue recognized in prior periods. The profit recorded on a contract using this method is equal to the current estimated total profit margin multiplied by the cumulative revenue recognized, less the amount of cumulative profit previously recorded for the contract in prior periods. As this method relies on the substantial use of estimates, these projections may be revised throughout the life of a contract. Components of this formula and ratio that may be estimated include gross profit margin and total costs at completion. The cost performance and estimates to complete on long-term contracts are reviewed, at a minimum, on a quarterly basis, as well as when information becomes available that would necessitate a review of the current estimate. Adjustments to estimates for a contract’s estimated costs at completion and estimated profit or loss often are required as experience is gained, and as more information is obtained, even though the scope of work required under the contract may or may not change, or if contract modifications occur. The impact of such adjustments or changes to estimates is made on a cumulative basis in the period when such information has become known. In 2016, 2015 and 2014, income from operations included net favorable/(unfavorable) catch-up adjustments approximating $(700) , $(400) and $(400) , respectively. Gross profit is affected by a variety of factors, including the mix of products, systems and services, production efficiencies, price competition and general economic conditions. Revenue and profits on cost-reimbursable type contracts are recognized as allowable costs, and are incurred on the contract at an amount equal to the allowable costs plus the estimated profit on those costs. The estimated profit on a cost-reimbursable contract may be fixed or variable based on the contractual fee arrangement. Incentive and award fees on these contracts are recorded as revenue when the criteria under which they are earned are reasonably assured of being met and can be estimated. For contracts in which anticipated total costs exceed the total expected revenue, an estimated loss is recognized in the period when identifiable. A provision for the entire amount of the estimated loss is recorded on a cumulative basis. The estimated remaining costs to complete loss contracts as of September 30, 2016 was $4,700 and is recorded as a reduction to gross margin on the Consolidated Statements of Operations and Comprehensive Income (Loss). This loss had an immaterial impact on Griffon's Consolidated Financial Statements. Amounts representing contract change orders or claims are included in revenue only when they can be reliably estimated and their realization is probable, and are determined on a percentage-of-completion basis measured by the cost-to-cost method. From time to time, Telephonics may combine contracts if they are negotiated together, have specific requirements to combine, or are otherwise closely related. Contracts are segmented based on customer requirements. Accounts receivable, allowance for doubtful accounts and concentrations of credit risk Accounts receivable is composed principally of trade accounts receivable that arise from the sale of goods or services on account, and is stated at historical cost. A substantial portion of Griffon’s trade receivables are from customers of HBP, of which the largest customer is Home Depot, whose financial condition is dependent on the construction and related retail sectors of the economy. In addition, a significant portion of Griffon’s trade receivables are from one PPC customer, P&G, whose financial condition is dependent on the consumer products and related sectors of the economy. As a percentage of consolidated accounts receivable, U.S. Government related programs were 16% , P&G was 7% and Home Depot was 14% . Griffon performs continuing evaluations of the financial condition of its customers, and although Griffon generally does not require collateral, letters of credit may be required from customers in certain circumstances. Trade receivables are recorded at the stated amount, less allowance for doubtful accounts and, when appropriate, for customer program reserves and cash discounts. The allowance represents estimated uncollectible receivables associated with potential customer defaults on contractual obligations (usually due to customers’ potential insolvency). The allowance for doubtful accounts includes amounts for certain customers where a risk of default has been specifically identified, as well as an amount for customer defaults based on a formula when it is determined the risk of some default is probable and estimable, but cannot yet be associated with specific customers. The provision related to the allowance for doubtful accounts is recorded in Selling, general and administrative ("SG&A") expenses. The Company writes-off accounts receivable when they are deemed to be uncollectible. Customer program reserves and cash discounts are netted against accounts receivable when it is customer practice to reduce invoices for these amounts. The amounts netted against accounts receivable in 2016 and 2015 were $8,509 and $7,507 , respectively. All accounts receivable amounts are expected to be collected in less than one year. The Company does not currently have customers or contracts that prescribe specific retainage provisions. Contract costs and recognized income not yet billed Contract costs and recognized income not yet billed consists of amounts accounted for under the percentage of completion method of accounting, recoverable costs and accrued profit that cannot yet be invoiced under the terms of certain long-term contracts. Amounts will be invoiced when applicable contract terms, such as the achievement of specified milestones or product delivery, are met. At September 30, 2016 and 2015 , approximately $12,000 and $16,500 , respectively, of contract costs and recognized income not yet billed were expected to be collected after one year. As of September 30, 2016 and 2015 , the unbilled receivable balance included $ 2,600 and $2,800 , respectively, of reserves for contract risk. Inventories Inventories, stated at the lower of cost (first-in, first-out or average) or market, include material, labor and manufacturing overhead costs. Griffon’s businesses typically do not require inventory that is susceptible to becoming obsolete or dated. In general, Telephonics sells products in connection with programs authorized and approved under contracts awarded by the U.S. Government or agencies thereof and in accordance with customer specifications. PPC primarily produces fabricated materials used by customers in the production of their products and these materials are produced against orders from those customers. HBP produces doors and long-handled tools and landscaping products in response to orders from customers of retailers and dealers or based on expected orders, as applicable. Property, plant and equipment Property, plant and equipment includes the historical cost of land, buildings, equipment and significant improvements to existing plant and equipment or, in the case of acquisitions, a fair market value appraisal of such assets completed at the time of acquisition. Expenditures for maintenance, repairs and minor renewals are expensed as incurred. When property or equipment is sold or otherwise disposed of, the related cost and accumulated depreciation is removed from the respective accounts and the gain or loss is recognized. No event or indicator of impairment occurred during the three years ended September 30, 2016 , which would require additional impairment testing of property, plant and equipment. Depreciation expense, which includes amortization of assets under capital leases, was $62,689 , $62,144 and $59,488 for the years ended September 30, 2016 , 2015 and 2014 , respectively, and was calculated on a straight-line basis over the estimated useful lives of the assets. Depreciation included in SG&A expenses was $13,239 , $13,009 and $10,815 for the years ended September 30, 2016 , 2015 and 2014 . The remaining components of depreciation, attributable to manufacturing operations, are included in Cost of goods and services. Estimated useful lives for property, plant and equipment are as follows: buildings and building improvements, 25 to 40 years ; machinery and equipment, 2 to 15 years and leasehold improvements, over the term of the lease or life of the improvement, whichever is shorter. Capitalized interest costs included in Property, plant and equipment were $3,844 , $4,165 and $4,529 for the years ended September 30, 2016 , 2015 and 2014 , respectively. The original cost of fully-depreciated property, plant and equipment remaining in use at September 30, 2016 was approximately $275,657 . Goodwill and indefinite-lived intangibles Goodwill is the excess of the acquisition cost of a business over the fair value of the identifiable net assets acquired. Goodwill is not amortized, but is subject to an annual impairment test unless during an interim period, impairment indicators such as a significant change in the business climate exist. Griffon performed its annual impairment testing of goodwill as of September 30, 2016 . The performance of the test involves a two-step process. The first step involves comparing the fair value of Griffon’s reporting units with the reporting unit’s carrying amount, including goodwill. Griffon generally determines the fair value of its reporting units using the income approach methodology of valuation that includes the present value of expected future cash flows. This method uses market assumptions specific to Griffon’s reporting units. If the carrying amount of a reporting unit exceeds the reporting unit’s fair value, Griffon performs the second step of the goodwill impairment test to determine the amount of impairment loss. The second step compares the implied fair value of the reporting unit’s goodwill with the carrying amount of that goodwill. Griffon defines its reporting units as its three reportable segments: HBP, Telephonics and PPC. HBP consists of two components, AMES and CBP, which due to their similar economic characteristics, are aggregated into one reporting unit for goodwill testing. Griffon used 5 year projections and a 3.0% terminal value to which discount rates between 7.5% and 9.5% were applied to calculate each unit’s fair value. To substantiate fair values derived from the income approach methodology of valuation, the implied fair value was compared to the marketplace fair value of a comparable industry grouping for reasonableness. Further, the fair values were reconciled to Griffon’s market capitalization. Both market comparisons supported the implied fair values. Any changes in key assumptions or management judgment with respect to a reporting unit or its prospects, which may result from a decline in Griffon’s stock price, a change in market conditions, market trends, interest rates or other factors outside Griffon’s control, or significant underperformance relative to historical or project future operating results, could result in a significantly different estimate of the fair value of the reporting units, which could result in a future impairment charge (level 3 inputs). Based upon the results of the annual impairment review, it was determined that the fair value of each reporting unit substantially exceeded the carrying value of the assets, as performed under step one, and no impairment existed. Similar to goodwill, Griffon tests indefinite-lived intangible assets at least annually and when indicators of impairment exist. Griffon uses a discounted cash flow method to calculate and compare the fair value of the intangible to its book value. This method uses market assumptions specific to Griffon’s reporting units, which are reasonable and supportable. If the fair value is less than the book value of the indefinite-lived intangibles, an impairment charge would be recognized. There was no impairment related to any goodwill or indefinite-lived intangible at September 30, 2016, 2015 or 2014. Definite-lived long-lived assets Amortizable intangible assets are carried at cost less accumulated amortization. For financial reporting purposes, definite-lived intangible assets are amortized on a straight-line basis over their useful lives, generally eight to twenty-five years . Long-lived assets and certain identifiable intangible assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. There were no indicators of impairment during the three years ending September 30, 2016 . Income taxes Income taxes are accounted for under the liability method. Deferred taxes reflect the tax consequences on future years of differences between the tax basis of assets and liabilities and their financial reporting amounts. The carrying value of Griffon’s deferred tax assets is dependent upon Griffon’s ability to generate sufficient future taxable income in certain tax jurisdictions. Should Griffon determine that it is more likely than not that some portion of the deferred tax assets will not be realized, a valuation allowance against the deferred tax assets would be established in the period such determination was made. Griffon provides for uncertain tax positions and any related interest and penalties based upon Management’s assessment of whether a tax benefit is more likely than not of being sustained upon examination by tax authorities. At September 30, 2016 Griffon believes that it has appropriately accounted for all unrecognized tax benefits. As of September 30, 2016 , 2015 and 2014 , Griffon has recorded unrecognized tax benefits in the amount of $5,955 , $7,851 and $7,906 , respectively. Accrued interest and penalties related to income tax matters are recorded in the provision for income taxes. Research and development costs, shipping and handling costs and advertising costs Research and development costs not recoverable under contractual arrangements are charged to SG&A expense as incurred and amounted to $26,200 , $25,600 and $23,400 in 2016 , 2015 and 2014 , respectively. SG&A expenses include shipping and handling costs of $36,900 in 2016 , $40,800 in 2015 and $42,400 in 2014 and advertising costs, which are expensed as incurred, of $22,000 in 2016 , $24,000 in 2015 and $24,000 in 2014 . Risk, retention and insurance Griffon’s property and casualty insurance programs contain various deductibles that, based on Griffon’s experience, are reasonable and customary for a company of its size and risk profile. Griffon generally maintains deductibles for claims and liabilities related primarily to workers’ compensation, general, product and automobile liability as well as property damage and business interruption losses resulting from certain events. Griffon does not consider any of the deductibles to represent a material risk to Griffon. Griffon accrues for claim exposures that are probable of occurrence and can be reasonably estimated. Insurance is maintained to transfer risk beyond the level of self-retention and provides protection on both an individual claim and annual aggregate basis. Pension benefits Griffon sponsors defined and supplemental benefit pension plans for certain retired employees. Annual amounts relating to these plans are recorded based on actuarial projections, which include various actuarial assumptions, including discount rates, assumed rates of return, compensation increases and turnover rates. Actuarial assumptions used to determine pension liabilities, assets and expense are reviewed annually and modified based on current economic conditions and trends. The expected return on plan assets is determined based on the nature of the plan's investments and expectations for long-term rates of return. The discount rate used to measure obligations is based on a corporate bond spot-rate yield curve that matches projected future benefit payments, with the appropriate spot rate applicable to the timing of the projected future benefit payments. Assumptions used in determining Griffon’s obligations under the defined benefit pension plans are believed to be reasonable, based on experience and advice from independent actuaries; however, differences in actual experience or changes in assumptions may materially impact Griffon’s financial position or results of operations. All of the defined benefit plans are frozen and have ceased accruing benefits. Newly issued but not yet effective accounting pronouncements In August 2016, the Financial Accounting Standards Board ("FASB") issued guidance on the Statement of Cash Flows Classification of certain cash receipts and cash payments (a consensus of the emerging issues take force). This guidance addresses the following eight specific cash flow issues: Debt prepayment or debt extinguishment costs; settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing; contingent consideration payments made after a business combination; proceeds from the settlement of insurance claims; proceeds from the settlement of corporate-owned life insurance policies (including bank-owned life insurance policies); distributions received from equity method investees; beneficial interests in securitization transactions; and separately identifiable cash flows and application of the predominance principle. This guidance will be effective for the Company beginning in fiscal 2019. We are currently evaluating the impact of the guidance on the Company's financial condition, results of operations and related disclosures. In February 2016, the FASB issued guidance on lease accounting requiring lessees to recognize a right-of-use asset and a lease liability for long-term leases. The liability will be equal to the present value of lease payments. This guidance must be applied using a modified retrospective transition approach to all annual and interim periods presented and is effective for the company beginning in fiscal 2019. We are currently evaluating the impact of the guidance on the Company's financial condition, results of operations and related disclosures. In August 2014, the FASB issued guidance on management's responsibility in evaluating whether there is substantial doubt about a company's ability to continue as a going concern and related footnote disclo |
ACQUISITIONS
ACQUISITIONS | 12 Months Ended |
Sep. 30, 2016 | |
Business Combinations [Abstract] | |
ACQUISITIONS | ACQUISITIONS Griffon accounts for acquisitions under the acquisition method, in which assets acquired and liabilities assumed are recorded at fair value as of the date of acquisition using a method substantially similar to the goodwill impairment test methodology (level 3 inputs). The operating results of the acquired companies are included in Griffon’s consolidated financial statements from the date of acquisition. On February 14, 2016, AMES Australia acquired substantially all of the Intellectual Property (IP) assets of Australia-based Nylex Plastics Pty Ltd. for $1,744 . Through this acquisition, AMES and Griffon secured the ownership of the trademark “Nylex” for certain categories of AMES products, principally in the country of Australia. Previously, the Nylex name was licensed. The acquisition of the Nylex IP was contemplated as a post-closing activity of the Cyclone acquisition and supports AMES' Australian watering products strategy. The purchase price was allocated to indefinite lived trademarks and is not deductible for income taxes. In December 2015, Telephonics invested an additional $2,726 increasing its equity stake from 26% to 49% in Mahindra Telephonics Integrated Systems ("MTIS"), a joint venture with Mahindra Defence Systems, a Mahindra Group Company. MTIS is an aerospace and defense manufacturing and development facility in Prithla, India. This investment is accounted for using the equity method. On April 16, 2015, AMES acquired the assets of an operational wood mill in Champion, PA from the Babcock Lumber Company for $2,225 . The purchase price was preliminarily allocated to property, plant and equipment. The wood mill secures wood supplies, lowers overall production costs and mitigates risk associated with manufacturing handles for wheelbarrows and long-handled tools. On May 21, 2014, AMES acquired the Australian Garden and Tools business of Illinois Tool Works, Inc. (“Cyclone”) for approximately $40,000 . Cyclone, which was integrated with AMES, offers a full range of quality garden and hand tool products sold under various leading brand names including Cyclone®, Nylex® and Trojan®, designed to meet the requirements of both the Do-it-Yourself and professional trade segments. SG&A expenses included $2,363 of related acquisition costs in 2014. On December 31, 2013, AMES acquired Northcote Pottery™ (“Northcote”), founded in 1897 and a leading brand in the Australian outdoor planter and decor market, for approximately $22,000 . Northcote complements Southern Patio®, acquired in 2011, and adds to AMES’ existing lawn and garden operations in Australia. SG&A expenses included $798 of related acquisition costs in 2014. The accounts of the acquired companies, after adjustment to reflect fair market values (level 3 inputs), have been included in the consolidated financial statements from the date of acquisition; in each instance, acquired inventory was not significant. Cyclone Northcote Total Current Assets and Other, net of cash acquired $ 21,116 $ 7,398 $ 28,514 PP&E 488 1,385 1,873 Goodwill 13,587 11,254 24,841 Amortizable intangible assets 11,608 6,098 17,706 Indefinite life intangible assets 3,548 3,121 6,669 Total assets acquired $ 50,347 $ 29,256 $ 79,603 Total liabilities assumed (10,822 ) (7,475 ) $ (18,297 ) Net assets acquired $ 39,525 $ 21,781 $ 61,306 The amounts assigned to major intangible asset classifications, none of which are tax deductible, are as follows: Cyclone Northcote Total Amortization Goodwill $ 13,587 $ 11,254 $ 24,841 N/A Trade names 3,548 3,121 6,669 Indefinite Customer relationships 11,608 6,098 17,706 25 $ 28,743 $ 20,473 $ 49,216 |
INVENTORIES
INVENTORIES | 12 Months Ended |
Sep. 30, 2016 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | INVENTORIES The following table details the components of inventory: At September 30, At September 30, Raw materials and supplies $ 81,345 $ 91,973 Work in process 75,852 70,811 Finished goods 151,672 163,025 Total $ 308,869 $ 325,809 |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 12 Months Ended |
Sep. 30, 2016 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | PROPERTY, PLANT AND EQUIPMENT The following table details the components of property, plant and equipment, net: At September 30, At September 30, Land, building and building improvements $ 138,204 $ 131,546 Machinery and equipment 804,280 747,194 Leasehold improvements 51,015 47,465 993,499 926,205 Accumulated depreciation and amortization (588,095 ) (546,233 ) Total $ 405,404 $ 379,972 |
GOODWILL AND OTHER INTANGIBLES
GOODWILL AND OTHER INTANGIBLES | 12 Months Ended |
Sep. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND OTHER INTANGIBLES | GOODWILL AND OTHER INTANGIBLES The following table provides changes in carrying value of goodwill by segment through the year ended September 30, 2016 : At September 30, Foreign currency translation adjustments September 30, Foreign currency translation adjustments September 30, Home & Building Products $ 290,661 $ (4,836 ) $ 285,825 $ 1,792 $ 287,617 Telephonics 18,545 — 18,545 — 18,545 PPC 64,905 (13,034 ) 51,871 3,152 55,023 Total $ 374,111 $ (17,870 ) $ 356,241 $ 4,944 $ 361,185 The following table provides the gross carrying value and accumulated amortization for each major class of intangible asset: At September 30, 2016 At September 30, 2015 Gross Carrying Amount Accumulated Amortization Average Life (Years) Gross Carrying Amount Accumulated Amortization Customer relationships $ 170,652 $ 47,217 25 $ 168,560 $ 39,755 Unpatented technology 6,073 4,060 12.5 6,107 3,525 Total amortizable intangible assets 176,725 51,277 174,667 43,280 Trademarks 85,151 — 82,450 — Total intangible assets $ 261,876 $ 51,277 $ 257,117 $ 43,280 Amortization expense for intangible assets subject to amortization was $7,519 , $7,656 and $7,908 for the years ended September 30, 2016 , 2015 and 2014 , respectively. Amortization expense for each of the next five years and thereafter, based on current intangible balances and classifications, is estimated as follows: 2017 - $7,500 ; 2018 - $7,344 ; 2019 - $7,218 ; 2020 - $6,742 and 2021 - $6,742 ; thereafter - $89,902 . No event or indicator or impairment occurred during the current year, which would require impairment testing of long-lived intangible assets including goodwill. |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 12 Months Ended |
Sep. 30, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS | DISCONTINUED OPERATIONS In 2008, as a result of the downturn in the residential housing market, Griffon exited substantially all operating activities of its Installation Services segment which sold, installed and serviced garage doors and openers, fireplaces, floor coverings, cabinetry and a range of related building products, primarily for the new residential housing market. In 2008, Griffon sold eleven units, closed one unit and merged two units into CBP. Griffon substantially concluded its remaining disposal activities in 2009. Installation Services operating results have been reported as discontinued operations in the Consolidated Statements of Operations and Comprehensive Income (Loss) for all periods presented; Installation Services is excluded from segment reporting. There was no reported revenue in 2015, 2014 and 2013. In 2013, the Company recorded a $4,651 charge to discontinued operations increasing environmental and casualty insurance reserves. A portion of this charge relates to ongoing and potential future homeowner association claims related to the Installation Services business; claims experience has been greater than anticipated when reserves were initially established in 2008. The adjustment to environmental reserves relates to changes in status of and approach to cleanup requirements for businesses that were discontinued several years ago. At September 30, 2016 , Griffon’s assets and liabilities for discontinued operations primarily related to insurance claims, income taxes and product liability, warranty and environmental reserves. The following amounts related primarily to the Installation Services segment have been segregated from Griffon’s continuing operations and are reported as assets and liabilities of discontinued operations in the consolidated balance sheets: At September 30, At September 30, Assets of discontinued operations: Prepaid and other current assets $ 219 $ 236 Other long-term assets 1,968 3,255 Total assets of discontinued operations $ 2,187 $ 3,491 Liabilities of discontinued operations: Accrued liabilities, current $ 1,684 $ 2,229 Other long-term liabilities 1,706 3,379 Total liabilities of discontinued operations $ 3,390 $ 5,608 |
ACCRUED LIABILITIES
ACCRUED LIABILITIES | 12 Months Ended |
Sep. 30, 2016 | |
Payables and Accruals [Abstract] | |
ACCRUED LIABILITIES | ACCRUED LIABILITIES The following table details the components of accrued liabilities: At September 30, At September 30, Compensation $ 44,781 $ 53,805 Interest 4,011 3,395 Warranties and rebates 6,187 6,501 Insurance 13,374 12,401 Rent, utilities and freight 2,555 2,094 Income and other taxes 13,226 8,312 Marketing and advertising 1,961 1,809 Restructuring 3,491 481 Other 14,008 12,406 Total $ 103,594 $ 101,204 |
RESTRUCTURING AND OTHER RELATED
RESTRUCTURING AND OTHER RELATED CHARGES | 12 Months Ended |
Sep. 30, 2016 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURING AND OTHER RELATED CHARGES | RESTRUCTURING AND OTHER RELATED CHARGES During the third quarter of 2016, PPC incurred pre-tax restructuring and related exit costs approximating $5,900 primarily related to headcount reductions at PPC’s Dombuhl, Germany facility, other location headcount reductions and the shut down of PPC's Turkey facility. These actions resulted in the elimination of approximately 86 positions. The Dombuhl charges are related to an optimization plan that will drive innovation and enhance our industry leading position in printed breathable back sheet. The facility will be transformed into a state of the art hygiene products facility focused on breathable printed film and siliconized products. In conjunction with this effort, our customer base will be streamlined, and we will dispose of old assets and reduce overhead costs, allowing for gains in efficiencies. During 2014, Telephonics recognized $4,244 in restructuring costs in connection with the closure of its Swedish facility and restructuring of operations, a voluntary early retirement plan and a reduction in force aimed at improving efficiency by combining functions and responsibilities, resulting in the elimination of 80 positions. In January 2013, AMES undertook to close certain of its U.S. manufacturing facilities and consolidate affected operations primarily into its Camp Hill and Carlisle, PA locations. The actions, completed at the end of the 2015 first quarter, improved manufacturing and distribution efficiencies, allow for in-sourcing of certain production currently performed by third party suppliers, and improved material flow and absorption of fixed costs. Since January 2013, AMES incurred pre-tax restructuring and related exit costs approximating $7,941 , comprised of cash charges of $4,016 and non-cash, asset-related charges of $3,925 ; the cash charges included $2,622 for one-time termination benefits and other personnel-related costs and $1,394 for facility exit costs. AMES had $19,964 of restructuring related capital expenditures since January 2013. In 2014, HBP recognized $1,892 of restructuring and other related charges primarily related to one-time termination benefits, facility costs, other personnel costs and asset impairment charges related to the AMES' plant consolidation initiative. As a result of these actions, HBP headcount was reduced by 46 . A summary of the restructuring and other related charges included in the line item “Restructuring and other related charges” in the Consolidated Statements of Operations recognized for 2016 was as follows: Workforce Reduction Facilities & Exit Costs Other Related Costs Non-cash Facility and Other Total Amounts incurred in the year ended: September 30, 2016 $ 3,337 $ 659 $ 1,073 $ 831 $ 5,900 In 2015, no restructuring and other related charges were incurred. The activity in the restructuring accrual recorded in Accrued liabilities consisted of the following: Workforce Reduction Facilities & Exit Costs Other Related Costs Total Accrued liability at September 30, 2015 $ 481 $ — $ — $ 481 Charges 3,337 659 1,073 5,069 Payments (1,331 ) (659 ) (69 ) (2,059 ) Accrued liability at September 30, 2016 $ 2,487 $ — $ 1,004 $ 3,491 |
WARRANTY LIABILITY
WARRANTY LIABILITY | 12 Months Ended |
Sep. 30, 2016 | |
Product Warranties Disclosures [Abstract] | |
WARRANTY LIABILITY | WARRANTY LIABILITY Telephonics offers warranties against product defects for periods generally ranging from one to two years , depending on the specific product and terms of the customer purchase agreement. CBP also offers warranties against product defects for periods generally ranging from one to ten years, with limited lifetime warranties on certain door models. Typical warranties require CBP and Telephonics to repair or replace the defective products during the warranty period at no cost to the customer. At the time revenue is recognized, Griffon records a liability for warranty costs, estimated based on historical experience, and periodically assesses its warranty obligations and adjusts the liability as necessary. AMES offers an express limited warranty for a period of ninety days on all products unless otherwise stated on the product or packaging from the date of original purchase. Changes in Griffon’s warranty liability, included in Accrued liabilities, were as follows: Years Ended September 30, 2016 2015 Balance, beginning of period $ 6,040 $ 6,044 Warranties issued and changes in estimated pre-existing warranties 6,501 7,959 Actual warranty costs incurred (6,219 ) (7,963 ) Balance, end of period $ 6,322 $ 6,040 |
NOTES PAYABLE, CAPITALIZED LEAS
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT | 12 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT | NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT The present value of the net minimum payments on capitalized leases as of September 30, 2016 was follows: At September 30, Total minimum lease payments $ 9,250 Less amount representing interest payments (1,359 ) Present value of net minimum lease payments 7,891 Current portion (1,566 ) Capitalized lease obligation, less current portion $ 6,325 Minimum payments under capital leases for the next five years are as follows: $2,154 in 2017 , $1,963 in 2018 , $1,624 in 2019 , $1,604 in 2020 , $1,623 in 2021 and $282 thereafter. Included in the consolidated balance sheet at September 30, 2016 under Property, plant and equipment, are costs and accumulated depreciation subject to capitalized leases of $18,039 and $10,148 , respectively, and included in Other assets are deferred interest charges of $131 . Included in the consolidated balance sheet at September 30, 2015 , under Property, plant and equipment are costs and accumulated depreciation subject to capitalized leases of $17,314 and $8,520 , respectively, and included in Other assets are deferred interest charges of $156 . Amortization expense was $1,628 , $1,765 , and $1,296 in 2016 , 2015 and 2014 , respectively. In October 2006, a subsidiary of Griffon entered into a capital lease totaling $14,290 for real estate it occupies in Troy, Ohio. Approximately $10,000 was used to acquire the building and the remaining amount was used for improvements. The lease matures in 2022 , bears interest at a fixed rate of 5.0% , is secured by a mortgage on the real estate and is guaranteed by Griffon. Debt at September 30, 2016 and 2015 consisted of the following: At September 30, 2016 Outstanding Balance Original Issuer Discount Capitalized Fees & Expenses Balance Sheet Coupon Interest Rate Senior note due 2022 (a) $ 725,000 (1,447 ) $ (9,799 ) $ 713,754 5.25 % Revolver due 2020 (b) — — (2,425 ) (2,425 ) n/a Convert. debt due 2017 (c) 100,000 (1,248 ) (148 ) 98,604 4.00 % Real estate mortgages (d) 37,861 — (595 ) 37,266 n/a ESOP Loans (e) 34,387 — (237 ) 34,150 n/a Capital lease - real estate (f) 6,447 — (131 ) 6,316 5.00 % Non U.S. lines of credit (g) 11,462 (1 ) 11,461 n/a Non U.S. term loans (g) 33,669 — (247 ) 33,422 n/a Other long term debt (h) 4,030 — (20 ) 4,010 n/a Totals 952,856 (2,695 ) (13,603 ) 936,558 less: Current portion (22,644 ) — — (22,644 ) Long-term debt $ 930,212 $ (2,695 ) $ (13,603 ) $ 913,914 At September 30, 2015 Outstanding Balance Original Issuer Discount Capitalized Balance Sheet Coupon Interest Rate Senior notes due 2022 (a) $ 600,000 $ — $ (8,264 ) $ 591,736 5.25 % Revolver due 2020 (b) 35,000 — (2,049 ) 32,951 n/a Convert. debt due 2017 (c) 100,000 (5,594 ) (571 ) 93,835 4.00 % Real estate mortgages (d) 32,280 — (470 ) 31,810 n/a ESOP Loans (e) 36,744 — (224 ) 36,520 n/a Capital lease - real estate (f) 7,524 — (156 ) 7,368 5.00 % Non U.S. lines of credit (g) 8,934 — (3 ) 8,931 n/a Non U.S. term loans (g) 39,142 — (299 ) 38,843 n/a Other long term debt (h) 1,575 — — 1,575 Totals 861,199 (5,594 ) (12,036 ) 843,569 less: Current portion (16,593 ) — — (16,593 ) Long-term debt $ 844,606 $ (5,594 ) $ (12,036 ) $ 826,976 Interest expense consists of the following for the years ended September 30, 2016 , 2015 and 2014 . Year Ended September 30, 2016 Effective Interest Rate Cash Interest Amort. Debt Discount Amort. Deferred Cost & Other Fees Total Interest Expense Senior notes due 2022 (a) 5.48 % 33,906 103 1,481 35,490 Revolver due 2018 (b) n/a 2,564 — 512 3,076 Convert. debt due 2017 (c) 9.0 % 4,000 4,346 443 8,789 Real estate mortgages (d) 2.2 % 695 — 82 777 ESOP Loans (e) 3.1 % 1,090 — 236 1,326 Capital lease - real estate (f) 5.5 % 353 — 25 378 Non U.S. lines of credit (g) n/a 950 — 91 1,041 Non U.S. term loans (g) n/a 1,080 — 87 1,167 Other long term debt (h) n/a 283 9 292 Capitalized interest (1,082 ) (1,082 ) Totals $ 43,839 $ 4,449 $ 2,966 $ 51,254 Year Ended September 30, 2015 Effective Interest Rate Cash Interest Amort. Debt Discount Amort. Deferred Cost & Other Fees Total Interest Expense Senior notes due 2022 (a) 5.46 % 31,500 — 1,289 32,789 Revolver due 2018 (b) n/a 2,301 — 520 2,821 Convert. debt due 2017 (c) 9.1 % 4,000 3,989 444 8,433 Real estate mortgages (d) 3.8 % 468 — 576 1,044 ESOP Loans (e) 2.9 % 1,025 — 69 1,094 Capital lease - real estate (f) 5.3 % 405 — 25 430 Non U.S. lines of credit (g) n/a 661 — — 661 Non U.S. term loan (g) n/a 1,335 — 57 1,392 Other long term debt (h) 166 — 13 179 Capitalized interest (670 ) — — (670 ) Totals 41,191 3,989 2,993 48,173 Year Ended September 30, 2014 Effective Interest Rate Cash Interest Amort. Debt Discount Amort. Deferred Cost & Other Fees Total Interest Expense Senior notes due 2018 (a) 7.4 % $ 15,930 $ — $ 667 $ 16,597 Senior notes due 2022 (a) 5.25 % 18,550 759 19,309 Revolver due 2018 (b) n/a 1,094 — 570 1,664 Convert. debt due 2017 (c) 9.1 % 4,000 3,662 443 8,105 Real estate mortgages (d) 3.9 % 500 — 144 644 ESOP Loans (e) 2.8 % 747 — 54 801 Capital lease - real estate (f) 5.3 % 456 — 25 481 Non U.S. lines of credit (g) n/a 919 — 27 946 Non U.S. term loan (g) n/a 847 — 36 883 Other long term debt (h) 70 — 40 110 Capitalized interest (1,093 ) — — (1,093 ) Totals $ 42,020 $ 3,662 $ 2,765 $ 48,447 Minimum payments under debt agreements for the next five years are as follows: $22,644 in 2017 , $21,378 in 2018 , $23,934 in 2019 , $34,957 in 2020 , $103,895 in 2021 and $746,048 thereafter. (a) On May 18, 2016, in an unregistered offering through a private placement under Rule 144A, Griffon completed the add-on offering of $125,000 principal amount of its 5.25% senior notes due 2022, at 98.76% of par, to Griffon's previous issuance of $600,000 5.25% senior notes due in 2022 , at par, which was completed on February 27, 2014 (collectively the “Senior Notes”). As of May 18, 2016, outstanding Senior Notes due totaled $725,000 ; interest is payable semi-annually on March 1 and September 1. The net proceeds of the add-on offering were used to pay down outstanding borrowings under Griffon's Revolving Credit Facility (the "Credit Agreement"). Proceeds from the $600,000 5.25% senior notes due in 2022 were used to redeem $550,000 of 7.125% senior notes due 2018, to pay a call and tender offer premium of $31,530 and to make interest payments of $16,716 , with the balance used to pay a portion of the related transaction fees and expenses. In connection with the issuance of the Senior Notes, all obligations under the $550,000 of 7.125% senior notes due in 2018 were discharged. The Senior Notes are senior unsecured obligations of Griffon guaranteed by certain domestic subsidiaries, and subject to certain covenants, limitations and restrictions. On July 20, 2016 and June 18, 2014, Griffon exchanged all of the $125,000 and $600,000 Senior Notes, respectively, for substantially identical Senior Notes registered under the Securities Act of 1933 via an exchange offer. The fair value of the Senior Notes approximated $725,000 on September 30, 2016 based upon quoted market prices (level 1 inputs). In connection with the issuance and exchange of the $125,000 senior notes, Griffon capitalized $3,016 of underwriting fees and other expenses in the quarter, which will amortize over the term of such notes; Griffon capitalized $10,313 in connection with the previously issued $600,000 senior notes. Furthermore, in connection with the issuance of the previously issued $600,000 senior notes, Griffon recognized a loss on the early extinguishment of debt on the 7.125% senior notes aggregating $38,890 , comprised of the $31,530 tender offer premium, the write-off of $6,574 of remaining deferred financing fees and $786 of prepaid interest on defeased notes. (b) On March 22, 2016, Griffon amended its Revolving Credit Facility (“Credit Agreement”) to increase the credit facility from $250,000 to $350,000 , extend its maturity from March 13, 2020 to March 22, 2021, and modify certain other provisions of the facility. The facility includes a letter sub-facility with a limit of $50,000 and a multi-currency sub-facility of $50,000 . The Credit Agreement provides for same day borrowings of base rate loans. Borrowings under the Credit Agreement may be repaid and re-borrowed at any time, subject to final maturity of the facility or the occurrence or event of default under the Credit Agreement. Interest is payable on borrowings at either a LIBOR or base rate benchmark rate, in each case without a floor, plus an applicable margin, which adjusts based on financial performance. Current margins are 1.25% for base rate loans and 2.25% for LIBOR loans. The Credit Agreement has certain financial maintenance tests including a maximum total leverage ratio, a maximum senior secured leverage ratio and a minimum interest coverage ratio, as well as customary affirmative and negative covenants and events of default. The negative covenants place limits on Griffon's ability to, among other things, incur indebtedness, incur liens, and make restricted payments and investments. Borrowings under the Credit Agreement are guaranteed by Griffon’s material domestic subsidiaries and are secured, on a first priority basis, by substantially all domestic assets of the Company and the guarantors, and a pledge of not greater than 65% of the equity interest in Griffon’s material, first-tier foreign subsidiaries (except that a lien on the assets of Griffon’s material domestic subsidiaries securing a limited amount of the debt under the credit agreement relating to Griffon's Employee Stock Ownership Plan ("ESOP") ranks pari passu with the lien granted on such assets under the Credit Agreement; see footnote (d) below). At September 30, 2016 , there were no outstanding borrowings and standby letters of credit were $16,275 under the Credit Agreement; $333,725 was available, subject to certain loan covenants, for borrowing at that date. (c) On December 21, 2009, Griffon issued $100,000 principal of 4% convertible subordinated notes due 2017 (the “2017 Notes”). As of September 30, 2016, the current conversion rate of the 2017 Notes was 70.1632 shares of Griffon’s common stock per $1 principal amount of notes, corresponding to a conversion price of $14.25 per share. Since July 15, 2016, any holder has had the option to convert such holder's notes. Under the terms of the 2017 Notes, Griffon has the right to settle the conversion of the 2017 Notes in cash, stock or a combination of cash and stock. On July 14, 2016, Griffon announced that it will settle, upon conversion, up to $125,000 of the conversion value of the 2017 Notes in cash, with amounts in excess of $125,000 , if any, to be settled in shares of Griffon common stock. At both September 30, 2016 and 2015 , the 2017 Notes had a capital in excess of par component, net of tax, of $15,720 . The fair value of the 2017 Notes approximated $121,563 on September 30, 2016 based upon quoted market prices (level 1 inputs). These notes are classified as long term debt as Griffon has the intent and ability to refinance the principal amount of the notes, including with borrowings under the Credit Agreement. On November 14, 2016, Griffon adjusted the conversion rate of the 2017 Notes to 70.5867 shares of Griffon's common stock per $1 principal amount of notes, corresponding to a conversion price of $14.17 per share. This adjustment was made as a result of dividends paid the last two quarters; Griffon was not required to give effect to this adjustment prior to November 14, 2016 (the forty-second trading day prior to maturity), because the cumulative increase since the prior time the conversion rate was adjusted was less than 1% . The conversion rate will be further adjusted for any dividends declared after November 14, 2016 for which the ex-dividend date is prior to maturity. (d) In September 2015 and March 2016, Griffon entered into mortgage loans in the amount of $32,280 and $8,000 , respectively. The mortgage loans are secured by four properties occupied by Griffon's subsidiaries. The loans mature in September 2025 , and April 2018, respectively, are collateralized by the specific properties financed and are guaranteed by Griffon. The loans bear interest at a rate of LIBOR plus 1.50% . At September 30, 2016, $37,266 was outstanding, net of issuance costs. (e) In August 2016, Griffon’s ESOP entered into an agreement that refinanced the existing ESOP loan into a new Term Loan in the amount of $35,092 (the "Agreement"). The Agreement also provided for a Line Note with $10,908 available to purchase shares of Griffon common stock in the open market. The availability period for the Line Note runs through August 2017 at which point the outstanding balance under the Line Note will be combined with the Term Loan. The Term Loan and Line Note bear interest at LIBOR plus 2.50% . The Term Loan requires quarterly principal payments of $655 through September 30, 2016 and $569 thereafter, with a balloon payment due at maturity on March 22, 2020. The Term Loan is secured by shares purchased with the proceeds of the loan and with a lien on a specific amount of Griffon assets (which lien ranks pari passu with the lien granted on such assets under the Credit Agreement) and is guaranteed by Griffon. As of September 30, 2016 , $34,150 , net of issuance costs, was outstanding under the Term Loan. Subsequent to September 30, 2016 and through November 11, 2016, Griffon's ESOP purchased 548,912 shares of common stock for a total of $9,213 or $16.78 per share. The remaining amount available on the authorization is $1,695 . (f) In October 2006, CBP entered into a capital lease totaling $14,290 for real estate in Troy, Ohio. The lease matures in 2022 , bears interest at a fixed rate of 5.0% , is secured by a mortgage on the real estate and is guaranteed by Griffon. As of September 30, 2016, $6,316 was outstanding, net of issuance costs. (g) In September 2015, Clopay Europe GmbH (“Clopay Europe”) entered into a EUR 5,000 ( $5,612 as of September 30, 2016 ) revolving credit facility and a EUR 15,000 term loan. The term loan is payable in twelve quarterly installments of EUR 1,250 , bears interest at a fixed rate of 2.5% and matures in September 2018. The revolving facility matures in September 2017, but is renewable upon mutual agreement with the bank. The revolving credit facility accrues interest at EURIBOR plus 1.75% per annum ( 1.75% at September 30, 2016). The revolver and the term loan are both secured by substantially all of the assets of Clopay Europe and its subsidiaries. Griffon guarantees the revolving facility and term loan. The term loan had an outstanding balance of EUR 10,000 ( $11,223 at September 30, 2016 ) and the revolver had no borrowings outstanding at September 30, 2016 . Clopay Europe is required to maintain a certain minimum equity to assets ratio and is subject to a maximum debt leverage ratio (defined as the ratio of total debt to EBITDA). Clopay do Brasil maintains lines of credit of approximately R $12,800 ( $3,944 as of September 30, 2016 ). Interest on borrowings accrues at a rate of Brazilian CDI plus 6.0% ( 20.13% at September 30, 2016 ). As of September 30, 2016 , there was approximately R $7,147 ( $2,202 as of September 30, 2016) borrowed under the lines. PPC guarantees the loan and lines. In November 2012, Garant G.P. (“Garant”) entered into a CAD 15,000 ( $11,457 as of September 30, 2016) revolving credit facility. The facility accrues interest at LIBOR (USD) or the Bankers Acceptance Rate (CDN) plus 1.3% per annum ( 2.13% LIBOR USD and 2.12% Bankers Acceptance Rate CDN as of September 30, 2016 ). The revolving facility matures in October 2019. Garant is required to maintain a certain minimum equity. As of September 30, 2016 , there were CAD 5,090 ( $3,888 as of September 30, 2016) borrowed under the revolving credit facility with CAD 9,910 ( $7,569 as of September 30, 2016 ) available for borrowing. In July 2016, Griffon Australia and its Australian subsidiaries entered into an AUD 30,000 term loan and an AUD 10,000 revolver. The term loan refinanced two existing term loans and the revolver replaced two existing lines. The term loan requires quarterly principal payments of AUD 750 plus interest with a balloon payment of AUD 21,000 due upon maturity in June 2019, and accrues interest at Bank Bill Swap Bid Rate “BBSY” plus 2.25% per annum ( 4.20% at September 30, 2016 ). As of September 30, 2016 , the term had an outstanding balance of AUD 29,250 ( $22,446 as of September 30, 2016) on the term loans, net of issuance costs. The revolving facility matures in June 2017 but is renewable upon mutual agreement with the bank, and accrues interest at BBSY plus 2.0% per annum ( 3.67% at September 30, 2016). The revolver had an outstanding balance of AUD 7,000 ( $5,372 at September 30, 2016). The revolver and the term loan are both secured by substantially all of the assets of Griffon Australia and its subsidiaries. Griffon guarantees the term loan. Griffon Australia is required to maintain a certain minimum equity level and is subject to a maximum leverage ratio and a minimum fixed charges cover ratio. (h) Other long-term debt primarily consists of a loan with the Pennsylvania Industrial Development Authority with the balance consisting of capital leases. At September 30, 2016 , Griffon and its subsidiaries were in compliance with the terms and covenants of its credit and loan agreements. |
EMPLOYEE BENEFIT PLANS
EMPLOYEE BENEFIT PLANS | 12 Months Ended |
Sep. 30, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
EMPLOYEE BENEFIT PLANS | EMPLOYEE BENEFIT PLANS Griffon offers defined contribution plans to most of its U.S. employees. In addition to employee contributions to the plans, Griffon makes contributions based upon various percentages of compensation and/or employee contributions, which were $8,301 in 2016 , $7,988 in 2015 and $8,207 in 2014 . The Company also provides healthcare and life insurance benefits for certain groups of retirees through several plans. For certain employees, the benefits are at fixed amounts per retiree and are partially contributory by the retiree. The post-retirement benefit obligation was $2,081 and $2,035 as of September 30, 2016 and 2015 . The accumulated other comprehensive income (loss) for these plans was $(140) and ($97) as of September 30, 2016 and 2015 , respectively, and the 2016 and 2015 benefit expense was $57 and $58 , respectively. It is the Company’s practice to fund these benefits as incurred. Griffon also has qualified and non-qualified defined benefit plans covering certain employees with benefits based on years of service and employee compensation. Over time, these amounts will be recognized as part of net periodic pension costs in the Consolidated Statements of Operations and Comprehensive Income (Loss). Griffon is responsible for overseeing the management of the investments of the qualified defined benefit plan and uses the services of an investment manager to manage these assets based on agreed upon risk profiles. The primary objective of the qualified defined benefit plan is to secure participant retirement benefits. As such, the key objective in this plan’s financial management is to promote stability and, to the extent appropriate, growth in the funded status. Financial objectives are established in conjunction with a review of current and projected plan financial requirements. The fair values of a majority of the plan assets were determined by the plans’ trustee using quoted market prices for identical instruments (level 1 inputs) as of September 30, 2016 and 2015 . The fair value of various other investments was determined by the plan’s trustee using direct observable market corroborated inputs, including quoted market prices for similar assets (level 2 inputs). There were no pension assets measured using level 3 inputs. Effective January 1, 2012, the Clopay Pension Plan merged with the Ames True Temper Inc. Pension Plan. The merged qualified defined benefit plan was named the Clopay Ames Pension Plan (the “Clopay AMES Plan”). The Clopay portion of the Clopay AMES Plan has been frozen to new entrants since December 2000. Certain employees who were part of the plan prior to December 2000 continued to accrue a service benefit through December 2010, at which time all plan participants stopped accruing service benefits. The AMES portion of the Clopay AMES Plan has been frozen to all new entrants since November 2009 and stopped accruing benefits in December 2009. The AMES supplemental executive retirement plan was frozen to new entrants and participants in the plan stopped accruing benefits in 2008. In 2016, the Company changed the method used to estimate the service and interest components of net periodic benefit cost for pension and other post-retirement benefits from the single weighted-average discount rate to the spot rate method. There was no impact on the total benefit obligation. In 2014, the company contributed €1,300 (U.S. $1,776 ), which equaled the net balance sheet liability, in settlement of all remaining obligations for a non-U.S. pension liability. There were no gains or losses recorded for this settlement. Griffon uses judgment to establish the assumptions used in determining the future liability of the plan, as well as the investment returns on the plan assets. The expected return on assets assumption used for pension expense was developed through analysis of historical market returns, current market conditions and past experience of plan investments. The long-term rate of return assumption represents the expected average rate of earnings on the funds invested, or to be invested, to provide for the benefits included in the benefit obligations. The assumption is based on several factors including historical market index returns, the anticipated long-term asset allocation of plan assets and the historical return. The discount rate assumption is determined by developing a yield curve based on high quality bonds with maturities matching the plans’ expected benefit payment stream. The plans’ expected cash flows are then discounted by the resulting year-by-year spot rates. A 10% change in the discount rate, average wage increase or return on assets would not have a material effect on the financial statements of Griffon. Net periodic costs (benefits) were as follows: Defined Benefits for the Years Ended September 30, Supplemental Benefits for the Years Ended September 30, 2016 2015 2014 2016 2015 2014 Net periodic (benefits) costs: Service cost $ — $ — $ 22 $ — $ — $ — Interest cost 5,465 7,526 8,205 1,243 1,302 1,497 Expected return on plan assets (10,934 ) (11,728 ) (11,309 ) — — — Amortization of: Prior service costs 1 1 1 19 16 14 Actuarial loss 1,131 1,008 885 1,224 1,157 1,034 Total net periodic (benefits) costs $ (4,337 ) $ (3,193 ) $ (2,196 ) $ 2,486 $ 2,475 $ 2,545 The tax benefits in 2016 , 2015 and 2014 for the amortization of pension costs in Other comprehensive income (loss) were $831 , $764 and $677 , respectively. The estimated net actuarial loss and prior service cost that will be amortized from AOCI into Net periodic pension cost during 2017 is $3,320 and $23 , respectively. The weighted-average assumptions used in determining the net periodic (benefits) costs were as follows: Defined Benefits for the Years Ended September 30, Supplemental Benefits for the Years Ended September 30, 2016 2015 2014 2016 2015 2014 Discount rate 3.42 % 3.98 % 4.49 % 2.86 % 3.50 % 4.09 % Average wage increase — % — % 0.15 % — % — % — % Expected return on assets 7.50 % 8.00 % 8.00 % — — — Plan assets and benefit obligation of the defined and supplemental benefit plans were as follows: Defined Benefits at September 30, Supplemental Benefits at September 30, 2016 2015 2016 2015 Change in benefit obligation: Benefit obligation at beginning of fiscal year $ 184,846 $ 194,327 $ 37,305 $ 38,207 Interest cost 5,465 7,526 1,243 1,302 Benefits paid (10,460 ) (10,300 ) (4,060 ) (4,082 ) Actuarial (gain) loss 9,305 (6,707 ) 1,286 1,878 Benefit obligation at end of fiscal year 189,156 184,846 35,774 37,305 Change in plan assets: Fair value of plan assets at beginning of fiscal year 144,625 154,966 — — Actual return on plan assets 10,151 (1,711 ) — — Company contributions — 1,670 4,060 4,082 Benefits paid (10,460 ) (10,300 ) (4,060 ) (4,082 ) Fair value of plan assets at end of fiscal year 144,316 144,625 — — Projected benefit obligation in excess of plan assets $ (44,840 ) $ (40,221 ) $ (35,774 ) $ (37,305 ) Amounts recognized in the statement of financial position consist of: Accrued liabilities $ — $ — $ (4,030 ) $ (4,056 ) Other liabilities (long-term) (44,840 ) (40,221 ) (31,744 ) (33,249 ) Total Liabilities (44,840 ) (40,221 ) (35,774 ) (37,305 ) Net actuarial losses 38,115 29,158 21,195 21,139 Prior service cost 1 2 56 71 Deferred taxes (13,341 ) (10,206 ) (7,438 ) (7,423 ) Total Accumulated other comprehensive loss, net of tax 24,775 18,954 13,813 13,787 Net amount recognized at September 30, $ (20,065 ) $ (21,267 ) $ (21,961 ) $ (23,518 ) Accumulated benefit obligations $ 189,156 $ 184,846 $ 35,774 $ 37,305 Information for plans with accumulated benefit obligations in excess of plan assets: ABO $ 189,156 $ 184,846 $ 35,774 $ 37,305 PBO 189,156 184,846 35,774 37,305 Fair value of plan assets 144,316 144,625 — — The weighted-average assumptions used in determining the benefit obligations were as follows: Defined Benefits at September 30, Supplemental Benefits at September 30, 2016 2015 2016 2015 Weighted average discount rate 3.42 % 3.94 % 2.86 % 3.52 % Weighted average wage increase — % — % — % — % The actual and weighted-average asset allocation for qualified benefit plans were as follows: At September 30, 2016 2015 Target Cash and equivalents 18.0 % 1.0 % — % Equity securities 57.7 % 52.7 % 63.0 % Fixed income 19.3 % 41.0 % 37.0 % Other 5.0 % 5.3 % — % Total 100.0 % 100.0 % 100.0 % Estimated future benefit payments to retirees, which reflect expected future service, are as follows: For the years ending September 30, Defined Benefits Supplemental Benefits 2017 $ 10,735 $ 4,060 2018 10,773 4,030 2019 10,861 3,821 2020 11,007 3,636 2021 11,141 3,442 2022 through 2026 55,439 12,927 During 2016, Griffon expects to contribute $4,060 in payments related to Supplemental Benefits that will be funded from the general assets of Griffon. Griffon does not expect to make any contributions to the Defined Benefit plan in 2017 . The Clopay AMES Plan is covered by the Pension Protection Act of 2006. The Adjusted Funding Target Attainment Percent for the plan as of January 1, 2016 was 99.6% . Since the plan was in excess of the 80% funding threshold there were no plan restrictions. The expected level of 2017 catch up contributions is $0 . The following is a description of the valuation methodologies used for plan assets measured at fair value: Short-term investment funds – The fair value is determined using the Net Asset Value (“NAV”) provided by the administrator of the fund. The NAV is based on the value of the underlying assets owned by the fund, minus its liabilities, and then divided by the number of shares outstanding. The NAV is a quoted price in a market that is not active and is primarily classified as Level 2. These investments can be liquidated on demand. Government and agency securities – When quoted market prices are available in an active market, the investments are classified as Level 1. When quoted market prices are not available in an active market, the investments are classified as Level 2. Equity securities – The fair values reflect the closing price reported on a major market where the individual mutual fund securities are traded in equity securities. These investments are classified within Level 1 of the valuation hierarchy. Debt securities – The fair values are based on a compilation of primarily observable market information or a broker quote in a non-active market where the individual mutual fund securities are invested in debt securities. These investments are primarily classified within Level 2 of the valuation hierarchy. Commingled funds – The fair values are determined using NAV provided by the administrator of the fund. The NAV is based on the value of the underlying assets owned by the trust/entity, minus its liabilities, and then divided by the number of shares outstanding. These investments are generally classified within Level 2 of the valuation hierarchy and can be liquidated on demand. Interest in limited partnerships and hedge funds - One limited partnership investment is a private equity fund and the fair value is determined by the fund managers based on the estimated value of the various holdings of the fund portfolio. These investments are classified within Level 2 of the valuation hierarchy. The following table presents the fair values of Griffon’s pension and post-retirement plan assets by asset category: At September 30, 2016 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Cash and equivalents $ 26,008 $ — $ — $ 26,008 Short-term investment funds — — — — Government agency securities — — — — Debt instruments 14,122 — — 14,122 Equity securities 44,759 — — 44,759 Commingled funds — 53,703 — 53,703 Limited partnerships and hedge fund investments — 5,724 — 5,724 Total $ 84,889 $ 59,427 $ — $ 144,316 At September 30, 2015 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Cash and equivalents $ 1,370 $ — $ — $ 1,370 Debt instruments 14,291 — — 14,291 Equity securities 44,742 — — 44,742 Commingled funds — 78,490 — 78,490 Limited partnerships and hedge fund investments — 5,732 — 5,732 Total $ 60,403 $ 84,222 $ — $ 144,625 Griffon has an ESOP that covers substantially all domestic employees. All U.S. employees of Griffon, who are not members of a collective bargaining unit, automatically become eligible to participate in the plan on the October 1 st following completion of one year of service. Securities are allocated to participants’ individual accounts based on the proportion of each participant’s aggregate compensation (not to exceed $265 for the plan year ended September 30, 2016 ), to the total of all participants’ compensation. Shares of the ESOP which have been allocated to employee accounts are charged to expense based on the fair value of the shares transferred and are treated as outstanding in determining earnings per share. Dividends paid on shares held by the ESOP are used to offset debt service on ESOP Loans. Dividends paid on shares held in participant accounts are utilized to allocate shares from the aggregate number of shares to be released, equal in value to those dividends, based on the closing price of Griffon common stock on the dividend payment date. Compensation expense under the ESOP was $3,689 in 2016 , $3,400 in 2015 and $2,447 in 2014 . The cost of the shares held by the ESOP and not yet allocated to employees is reported as a reduction of Shareholders’ Equity. The fair value of the unallocated ESOP shares as of September 30, 2016 and 2015 based on the closing stock price of Griffon’s stock was $47,370 and $47,907 , respectively. The ESOP shares were as follows: At September 30, 2016 2015 Allocated shares 2,596,016 2,479,776 Unallocated shares 2,784,579 3,037,831 5,380,595 5,517,607 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES Income taxes have been based on the following components of Income before taxes: For the Years Ended September 30, 2016 2015 2014 Domestic $ 54,163 $ 54,515 $ (14,682 ) Non-U.S. (999 ) (879 ) 8,966 $ 53,164 $ 53,636 $ (5,716 ) Provision (benefit) for income taxes on income was comprised of the following: For the Years Ended September 30, 2016 2015 2014 Current $ 15,072 $ 17,215 $ (408 ) Deferred 8,082 2,132 (5,131 ) Total $ 23,154 $ 19,347 $ (5,539 ) U.S. Federal $ 14,261 $ 16,937 $ (6,486 ) State and local 3,482 3,215 (291 ) Non-U.S. 5,411 (805 ) 1,238 Total provision $ 23,154 $ 19,347 $ (5,539 ) Griffon's Income tax provision for the year ended September 30, 2016 included a $2,193 benefit from the early adoption of the new FASB accounting guidance which now requires excess tax benefits from vesting of equity awards to be recognized within income tax expense. Under this guidance all excess tax benefits (“windfalls”) and deficiencies (“shortfalls”) related to employee stock compensation are recognized within income tax expense. Under prior guidance windfalls were recognized to Additional Paid In Capital and shortfalls were only recognized to the extent they exceed the pool of windfall tax benefits. Griffon’s Income tax provision included benefits of ($2,172) in 2016 , ($517) in 2015 , and ($4,429) in 2014 reflecting the reversal of previously recorded tax liabilities primarily due to the resolution of various tax audits and the closing of certain statutes for prior years’ tax returns. Differences between the effective income tax rate applied to Income and U.S. Federal income statutory rate were as follows: For the Years Ended September 30, 2016 2015 2014 U.S. Federal income tax provision (benefit) rate 35.0 % 35.0 % (35.0 )% State and local taxes, net of Federal benefit 4.1 % 4.9 % 17.5 % Non-U.S. taxes 0.1 % (0.4 )% (35.8 )% Change in tax contingency reserves (3.7 )% 0.3 % (36.0 )% Repatriation of foreign earnings — % 0.9 % 4.7 % Change in valuation allowance 3.9 % (4.7 )% 4.5 % Non-deductible/non-taxable items, net 1.6 % (0.7 )% (3.4 )% Capitalized interest 1.9 % — % — % Research and U.S. foreign tax credits 4.8 % (0.5 )% (3.9 )% Deferred tax impact of state rate change — % — % (4.5 )% FASB adoption and other categories (4.1 )% — % — % Other — % 1.3 % (5.0 )% Effective tax provision (benefit) rate 43.6 % 36.1 % (96.9 )% The tax effect of temporary differences that give rise to future deferred tax assets and liabilities are as follows: At September 30, 2016 2015 Deferred tax assets: Bad debt reserves $ 2,156 $ 2,083 Inventory reserves 9,158 7,482 Deferred compensation (equity compensation and defined benefit plans) 39,866 38,169 Compensation benefits 5,770 6,186 Insurance reserve 3,285 3,079 Restructuring reserve 431 122 Warranty reserve 2,352 2,288 Net operating loss 31,732 24,089 Tax credits 3,573 6,704 Other reserves and accruals 4,238 5,206 102,561 95,408 Valuation allowance (12,832 ) (10,462 ) Total deferred tax assets 89,729 84,946 Deferred tax liabilities: Deferred income (3,389 ) (7,432 ) Goodwill and intangibles (72,907 ) (72,645 ) Property, plant and equipment (46,391 ) (35,382 ) Interest (496 ) (2,053 ) Other (551 ) (102 ) Total deferred tax liabilities (123,734 ) (117,614 ) Net deferred tax liabilities $ (34,005 ) $ (32,668 ) The increase in the valuation allowance of $2,370 is primarily the result of a valuation allowance on accumulated Germany net operating losses resulting from management's assessment of current and future operational performance and related restructuring efforts partially offset by a release related to expired tax credits. The components of the net deferred tax liability, by balance sheet account, were as follows: At September 30, 2016 2015 Prepaid and other current assets $ — $ — Other assets 7,274 5,778 Current liabilities — — Other liabilities (41,925 ) (39,582 ) Assets of discontinued operations 646 1,136 Net deferred liability $ (34,005 ) $ (32,668 ) The Company adopted early the FASB issued guidance on simplifying the presentation of deferred income taxes, requiring deferred income tax liabilities and assets to be classified as non-current in the statement of financial position and applied it retrospectively for all periods presented in the financial statements. Accordingly, we reclassified current deferred taxes to non-current on the Consolidated Balance Sheet as of September 30, 2015 resulting in a decrease to both non-current deferred tax assets and non-current tax liabilities of $ 3,793 and $14,827 , respectively. At both September 30, 2016 and 2015 , Griffon has not recorded deferred income taxes on the undistributed earnings of its non-U.S. subsidiaries because of management’s ability and intent to indefinitely reinvest such earnings outside the U.S. At September 30, 2016 , Griffon’s share of the undistributed earnings of the non-U.S. subsidiaries amounted to approximately $77,085 . It is not practicable to estimate the amount of deferred tax liability related to investments in these foreign subsidiaries. At September 30, 2016 and 2015 , Griffon had loss carryforwards for non-U.S. tax purposes of $93,548 and $68,591 , respectively. The non-U.S. loss carryforwards are available for carryforward indefinitely. At September 30, 2016 and 2015 , Griffon had state and local loss carryforwards of $104,254 and $99,094 , respectively, which expire in varying amounts through 2036 . At September 30, 2016 and 2015, Griffon had no federal loss carryforwards. At September 30, 2016 and 2015 , Griffon had federal tax credit carryforwards of $3,199 and $6,223 , respectively, which expire beginning in 2020 . We believe it is more likely than not that the benefit from certain foreign net operating losses, state net operating losses and federal tax credits will not be realized. In recognition of this risk, we have provided a valuation allowance of $9,340 $1,752 and $1,740, respectively on the deferred tax assets relating to these foreign and state net operating loss carryforwards and federal credits. If our assumptions change and we determine we will be able to realize these foreign or state net operating loss carryforwards or federal credits, the benefits relating to the reversal of the valuation allowance will be recognized as a reduction of income tax expense. If certain substantial changes in Griffon's ownership occur, there would be an annual limitation on the amount of carryforward(s) that can be utilized. Griffon files U.S. Federal, state and local tax returns, as well as applicable returns in Germany, Canada, Brazil, Australia, Ireland and other non-U.S. jurisdictions. Griffon’s U.S. Federal income tax returns are no longer subject to income tax examination for years before 2012, Griffon's German income tax returns are no longer subject to income tax examination for years through 2010 and major U.S. state and other non-U.S. jurisdictions are no longer subject to income tax examinations for years before 2011. Various U.S. state and non-U.S. statutory tax audits are currently underway. The following is a roll forward of unrecognized tax benefits: Balance at September 30, 2014 $ 7,906 Additions based on tax positions related to the current year 645 Reductions based on tax positions related to prior years (252 ) Lapse of Statutes (448 ) Balance at September 30, 2015 7,851 Additions based on tax positions related to the current year 268 Reductions based on tax positions related to prior years (1,079 ) Lapse of Statutes (1,085 ) Balance at Balance at September 30, 2016 $ 5,955 If recognized, the amount of potential tax benefits that would impact Griffon’s effective tax rate is $1,438 . Griffon recognizes potential accrued interest and penalties related to unrecognized tax benefits in income tax expense. At September 30, 2016 and 2015 , the combined amount of accrued interest and penalties related to tax positions taken or to be taken on Griffon’s tax returns and recorded as part of the reserves for uncertain tax positions was $362 and $655 , respectively. Griffon cannot reasonably estimate the extent to which existing liabilities for uncertain tax positions may increase or decrease within the next twelve months as a result of the progression of ongoing tax audits or other events. Griffon believes that it has adequately provided for all open tax years by tax jurisdiction. |
STOCKHOLDERS' EQUITY AND EQUITY
STOCKHOLDERS' EQUITY AND EQUITY COMPENSATION | 12 Months Ended |
Sep. 30, 2016 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS’ EQUITY AND EQUITY COMPENSATION | STOCKHOLDERS’ EQUITY AND EQUITY COMPENSATION During 2016 , 2015 and 2014, the Company declared and paid dividends totaling $0.20 per share, $0.16 per share and $0.12 per share, respectively. The Company currently intends to pay dividends each quarter; however, payment of dividends is determined by the Board of Directors at its discretion based on various factors, and no assurance can be provided as to the payment of future dividends. On January 29, 2016, shareholders approved the Griffon Corporation 2016 Equity Incentive Plan ("Incentive Plan") under which awards of performance shares, performance units, stock options, stock appreciation rights, restricted shares, restricted stock units, deferred shares and other stock-based awards may be granted. Options granted under the Incentive Plan may be either “incentive stock options” or nonqualified stock options, generally expire ten years after the date of grant and are granted at an exercise price of not less than 100% of the fair market value at the date of grant. The maximum number of shares of common stock available for award under the Incentive Plan is 2,350,000 ( 600,000 of which may be issued as incentive stock options), plus (i) any shares reserved for issuance under the 2011 Equity Incentive Plan as of the effective date of the Incentive Plan, and (ii) any shares underlying awards outstanding on such effective date under the 2011 Incentive Plan that are canceled or forfeited. As of September 30, 2016 , 1,922,661 shares were available for grant. All grants outstanding under former equity plans will continue under their terms; no additional awards will be granted under such plans. Compensation expense for restricted stock and restricted stock units ("RSUs") is recognized ratably over the required service period based on the fair value of the grant, calculated as the number of shares (or RSUs) granted multiplied by the stock price on date of grant, and for performance shares (or performance RSUs), the likelihood of achieving the performance criteria. Compensation cost related to stock-based awards with graded vesting, generally over a period of three to four years , is recognized using the straight-line attribution method and recorded within Selling, general and administrative expenses. The following table summarizes the Company’s compensation expense relating to all stock-based incentive plans: For the Years Ended September 30, 2016 2015 2014 Pre-tax compensation expense $ 10,136 $ 11,110 $ 11,473 Tax benefit (3,553 ) (4,000 ) (3,224 ) Total stock-based compensation expense, net of tax $ 6,583 $ 7,110 $ 8,249 All stock options are vested. A summary of stock option activity for the year ended September 30, 2016 is as follows: Options Shares Weighted Average Exercise Price Weighted Average Contractual Term (Years) Aggregated Outstanding and Exercisable at September 30, 2015 425,450 $ 20.86 Forfeited/Expired (69,450 ) 25.70 Outstanding and Exercisable at September 30, 2016 356,000 19.91 2.0 $ 13 Options Outstanding & Exercisable Range of Exercises Prices Shares Weighted Average Exercise Price Weighted Average Contractual Term (Years) $14.78 6,000 $ 14.78 0.8 $20.00 350,000 20.00 2.0 Totals 356,000 A summary of restricted stock activity, inclusive of restricted stock units, for the year ended September 30, 2016 , is as follows: Shares Weighted Average Grant- Date Fair Value Unvested at September 30, 2015 3,400,035 $ 12.01 Granted 1,049,704 11.21 Vested (1,385,061 ) 17.30 Forfeited (196,158 ) 12.86 Unvested at September 30, 2016 2,868,520 12.10 The fair value of restricted stock which vested during the year ended September 30, 2016, 2015, and 2014 was $23,965 , $5,068 and $14,058 , respectively. Unrecognized compensation expense related to non-vested shares of restricted stock was $18,881 at September 30, 2016 and will be recognized over a weighted average vesting period of 1.4 years. At September 30, 2016 , a total of approximately 5,147,200 shares of Griffon’s authorized Common Stock were reserved for issuance in connection with stock compensation plans. During the first quarter of 2016, Griffon granted 372,243 shares of restricted stock, subject to certain performance conditions, with vesting periods of three years , with a total fair value of $6,425 , or a weighted average fair value of $17.26 per share. During the second quarter of 2016, Griffon granted 677,461 shares of restricted stock consisting of 605,000 shares to two senior executives with a vesting period of four years and a two year post-vesting holding period, and 31,761 shares of restricted stock, subject to certain performance conditions, with a vesting period of three years and a fair value of $473 , or a weighted average fair value of $14.90 per share. Griffon also granted 40,700 shares with a vesting period of three years and a fair value of $618 , or a weighted average fair value of $15.18 per share. The grants issued to two senior executive are subject to the achievement of certain absolute and relative performance conditions relating to the price of Griffon’s common stock. So long as the minimum performance condition is attained, the amount of shares that can vest will range from 220,000 to 605,000 . The Monte Carlo Simulation model was chosen to value the two senior executive awards; the total fair value of these restricted shares is approximately $4,247 , or a weighted average fair value of $7.02 . During the third and fourth quarters of 2016, no shares of restricted stock were granted. On each of August 2011, May 2014, March 20, 2015, July 30, 2015 and August 3, 2016, Griffon’s Board of Directors authorized the repurchase of up to $50,000 of Griffon’s outstanding common stock. Under these repurchase programs, the Company may purchase shares of its common stock, depending upon market conditions, in open market or privately negotiated transactions, including pursuant to a 10b5-1 plan. Shares repurchased are recorded at cost. During 2014, Griffon purchased 1,906,631 shares of common stock under the August 2011 and May 2014 repurchase programs, for a total of $23,167 or $12.15 per share. During 2015, Griffon purchased 5,311,915 shares of common stock under the May 2014 and March 2015 programs, for a total of $80,934 , or $15.24 per share. During 2016, Griffon purchased 3,549,077 shares of common stock under the March 2015 and July 2015 programs, for a total of $56,288 , or $15.86 per share. Since August 2011 and through September 30, 2016, Griffon repurchased 20,300,298 shares of common stock, for a total of $259,420 or $12.78 per share, under Board authorized share repurchase programs (which repurchases included exhausting the remaining availability under a Board authorized repurchase program that was in existence prior to 2011). This included the repurchase of 15,855,854 shares on the open market, as well as the December 10, 2013 repurchase of 4,444,444 shares from GS Direct for $50,000 , or $11.25 per share. At September 30, 2016, an aggregate of $51,637 remains under Griffon's July 2015 and August 2016 Board authorized repurchase programs. In addition to the repurchases under Board authorized programs, during 2016 , 510,843 shares, with a market value of $8,788 , or $17.20 per share, were withheld to settle employee taxes due upon the vesting of restricted stock. On December 10, 2013, Griffon repurchased 4,444,444 shares of its common stock for $50,000 from GS Direct, L.L.C. (“GS Direct”), an affiliate of The Goldman Sachs Group, Inc. The repurchase was effected in a private transaction at a per share price of $11.25 , an approximate 9.2% discount to the stock’s closing price on November 12, 2013, the day before announcement of the transaction. The transaction was exclusive of the Company´s August 2011, $50,000 authorized share repurchase program. After closing the transaction, GS Direct continued to hold approximately 5.56 million shares (approximately 10% of the shares outstanding at such time) of Griffon’s common stock. Subject to certain exceptions, if GS Direct intends to sell its remaining shares of Griffon common stock at any time prior to December 31, 2017, it will first negotiate in good faith to sell such shares to the Company. During 2014, Griffon’s Board of Directors authorized the ESOP to purchase up to $20,000 of Griffon’s outstanding common stock, depending upon market conditions, in open market or privately negotiated transactions, including pursuant to a 10b5-1 plan. During 2014, the ESOP purchased 1,591,117 shares of common stock, for a total of $20,000 or $12.57 per share. Subsequent to September 30, 2016 and through November 11, 2016, Griffon's ESOP purchased 548,912 shares of common stock for a total of $9,213 or $16.78 per share. The remaining amount available on the authorization is $1,695 . In connection with the Northcote acquisition, Griffon entered into certain retention arrangements with Northcote management. Under these arrangements, on January 10, 2014, Griffon issued 44,476 shares of common stock to Northcote management for an aggregate purchase price of $584 or $13.13 per share, and for each share of common stock purchased, Northcote management received one restricted stock unit (included in the detail in the prior paragraph), that vests in three equal installments over three years , subject to the attainment of specified performance criteria. |
COMMITMENTS AND CONTINGENT LIAB
COMMITMENTS AND CONTINGENT LIABILITIES | 12 Months Ended |
Sep. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENT LIABILITIES | COMMITMENTS AND CONTINGENT LIABILITIES Operating leases Griffon rents real property and equipment under operating leases expiring at various dates. Most of the real property leases have escalation clauses related to increases in real property taxes. Rent expense for all operating leases totaled approximately $29,166 , $29,556 and $27,784 in 2016 , 2015 and 2014 , respectively. Aggregate future minimum lease payments for operating leases at September 30, 2016 are $24,914 in 2017 , $23,887 in 2018 , $20,368 in 2019 , $15,299 in 2020 , $7,864 in 2021 and $13,810 thereafter. Legal and environmental Department of Environmental Conservation of New York State (“DEC”), with ISC Properties, Inc. Lightron Corporation (“Lightron”), a wholly-owned subsidiary of Griffon, once conducted operations at a location in Peekskill in the Town of Cortlandt, New York (the “Peekskill Site”) owned by ISC Properties, Inc. (“ISC”), a wholly-owned subsidiary of Griffon. ISC sold the Peekskill Site in November 1982. Subsequently, Griffon was advised by the DEC that random sampling at the Peekskill Site and in a creek near the Peekskill Site indicated concentrations of solvents and other chemicals common to Lightron’s prior plating operations. ISC then entered into a consent order with the DEC in 1996 (the “Consent Order”) to perform a remedial investigation and prepare a feasibility study. After completing the initial remedial investigation pursuant to the Consent Order, ISC was required by the DEC, and did accordingly conduct over the next several years, supplemental remedial investigations, including soil vapor investigations, under the Consent Order. In April 2009, the DEC advised ISC’s representatives that both the DEC and the New York State Department of Health had reviewed and accepted an August 2007 Remedial Investigation Report and an Additional Data Collection Summary Report dated January 30, 2009. With the acceptance of these reports, ISC completed the remedial investigation required under the Consent Order and was authorized, accordingly, by the DEC to conduct the Feasibility Study required by the Consent Order. Pursuant to the requirements of the Consent Order and its obligations thereunder, ISC, without acknowledging any responsibility to perform any remediation at the Site, submitted to the DEC in August 2009, a draft feasibility study which recommended for the soil, groundwater and sediment media, remediation alternatives having a current net capital cost value, in the aggregate, of approximately $5,000 . In February 2011, DEC advised ISC it has accepted and approved the feasibility study. Accordingly, ISC has no further obligations under the consent order. Upon acceptance of the feasibility study, DEC issued a Proposed Remedial Action Plan (“PRAP”) that sets forth the proposed remedy for the site. The PRAP accepted the recommendation contained in the feasibility study for remediation of the soil and groundwater media, but selected a different remediation alternative for the sediment medium. The approximate cost and the current net capital cost value of the remedy proposed by DEC in the PRAP is approximately $10,000 . After receiving public comments on the PRAP, the DEC issued a Record of Decision (“ROD”) that set forth the specific remedies selected and responded to public comments. The remedies selected by the DEC in the ROD are the same remedies as those set forth in the PRAP. It is now expected that DEC will enter into negotiations with potentially responsible parties to request they undertake performance of the remedies selected in the ROD, and if such parties do not agree to implement such remedies, then the State of New York may use State Superfund money to remediate the Peekskill site and seek recovery of costs from such parties. Griffon does not acknowledge any responsibility to perform any remediation at the Peekskill Site. Improper Advertisement Claim involving Union Tools ® Products. Beginning in December 2004, a customer of AMES had been named in various litigation matters relating to certain Union Tools products. The plaintiffs in those litigation matters asserted causes of action against the customer of AMES for improper advertisement to end consumers. The allegations suggested that advertisements led the consumers to believe that Union Tools’ hand tools were wholly manufactured within boundaries of the United States. The complaints asserted various causes of action against the customer of AMES under federal and state law, including common law fraud. At some point, the customer may seek indemnity (including recovery of its legal fees and costs) against AMES for an unspecified amount. Presently, AMES cannot estimate the amount of loss, if any, if the customer were to seek legal recourse against AMES. Union Fork and Hoe, Frankfort, NY site. The former Union Fork and Hoe property in Frankfort, NY was acquired by Ames in 2006 as part of a larger acquisition, and has historic site contamination involving chlorinated solvents, petroleum hydrocarbons and metals. AMES has entered into an Order on Consent with the New York State Department of Environmental Conservation. While the Order is without admission or finding of liability or acknowledgment that there has been a release of hazardous substances at the site, AMES is required to perform a remedial investigation of certain portions of the property and to recommend a remediation option. At the conclusion of the remediation phase to the satisfaction of the DEC, the DEC will issue a Certificate of Completion. AMES has performed significant investigative and remedial activities in the last few years under work plans approved by the DEC, and the DEC recently approved the final remedial investigation report. In May 2016, AMES submitted a Feasibility Study, evaluating a number of remedial options, and recommending excavation and offsite disposal of lead contaminated soils and capping of other areas of the site impacted by other metals. The DEC is evaluating the Feasibility Study and is expected to issue a Record of Decision approving the selection of a remedial alternative in late 2016 or early 2017. Implementation of the selected remedial alternative is expected to occur in 2017. AMES has a number of defenses to liability in this matter, including its rights under a Consent Judgment entered into between the DEC and a predecessor of AMES relating to the site. U.S. Government investigations and claims Defense contracts and subcontracts, including Griffon’s contracts and subcontracts, are subject to audit and review by various agencies and instrumentalities of the United States government, including among others, the Defense Contract Audit Agency (“DCAA”), the Defense Criminal Investigative Service (“DCIS”), and the Department of Justice ("DOJ") which has responsibility for asserting claims on behalf of the U.S. government. In addition to ongoing audits, Griffon is currently in discussions with the civil division of the U.S. Department of Justice regarding certain amounts the civil division has indicated it believes it is owed from Griffon with respect to certain U.S. government contracts in which Griffon acted as a subcontractor. No claim has been asserted against Griffon in connection with this matter, and Griffon believes that it does not have a material financial exposure in connection with this matter. In general, departments and agencies of the U.S. Government have the authority to investigate various transactions and operations of Griffon, and the results of such investigations may lead to administrative, civil or criminal proceedings, the ultimate outcome of which could be fines, penalties, repayments or compensatory or treble damages. U.S. Government regulations provide that certain findings against a contractor may lead to suspension or debarment from future U.S. Government contracts or the loss of export privileges for a company or an operating division or subdivision. Suspension or debarment could have a material adverse effect on Telephonics because of its reliance on government contracts. General legal Griffon is subject to various laws and regulations relating to the protection of the environment and is a party to legal proceedings arising in the ordinary course of business. Management believes, based on facts presently known to it, that the resolution of the matters above and such other matters will not have a material adverse effect on Griffon’s consolidated financial position, results of operations or cash flows. |
EARNINGS (LOSS) PER SHARE
EARNINGS (LOSS) PER SHARE | 12 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share [Abstract] | |
EARNINGS (LOSS) PER SHARE | EARNINGS PER SHARE Basic and diluted EPS for the years ended September 30, 2016 , 2015 and 2014 were determined using the following information (in thousands): 2016 2015 2014 Weighted average shares outstanding - basic 41,074 44,608 49,367 Incremental shares from stock based compensation 2,326 2,011 — Convertible debt due 2017 709 320 — Weighted average shares outstanding - diluted 44,109 46,939 49,367 Anti-dilutive options excluded from diluted EPS computation 6 493 582 Anti-dilutive restricted stock excluded from diluted EPS computation — — 1,642 Griffon has the intent and ability to settle the principal amount of the 2017 Notes in cash, and therefore the potential issuance of shares related to the principal amount of the 2017 Notes does not affect diluted shares. Shares of the ESOP that have been allocated to employee accounts are treated as outstanding in determining earnings per share. |
RELATED PARTIES
RELATED PARTIES | 12 Months Ended |
Sep. 30, 2016 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES | RELATED PARTIES In 2014, Goldman, Sachs & Co. acted as a co-manager and as an initial purchaser in connection with the Senior Notes offering and received a fee of $825 . On December 10, 2013, Griffon repurchased 4,444,444 shares of its common stock for $50,000 from GS Direct. The repurchase was effected in a private transaction at a per share price of $11.25 , an approximate 9.2% discount to the stock’s closing price on November 12, 2013, the day before announcement of the transaction. After closing the transaction, GS Direct continued to hold approximately 5.56 million shares (approximately 10% of the shares outstanding at such time) of Griffon’s common stock. Subject to certain exceptions, if GS Direct intends to sell its remaining shares of Griffon common stock at any time prior to December 31, 2017, it will first negotiate in good faith to sell such shares to the Company. |
QUARTERLY FINANCIAL INFORMATION
QUARTERLY FINANCIAL INFORMATION (UNAUDITED) | 12 Months Ended |
Sep. 30, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
QUARTERLY FINANCIAL INFORMATION (UNAUDITED) | QUARTERLY FINANCIAL INFORMATION (UNAUDITED) Quarterly results of operations for the years ended September 30, 2016 and 2015 were as follows: Quarter ended Revenue Gross Profit Net Income (loss) Per Share - Basic Per Share - Diluted 2016 December 31, 2015 $ 494,149 $ 116,105 $ 8,596 $ 0.20 $ 0.19 March 31, 2016 500,107 114,157 6,095 0.15 0.14 June 30, 2016 462,200 119,357 7,596 0.19 0.18 September 30, 2016 500,705 123,815 7,723 0.19 0.18 $ 1,957,161 $ 473,434 $ 30,010 $ 0.73 $ 0.68 2015 December 31, 2014 $ 502,160 $ 117,989 $ 7,471 $ 0.16 $ 0.04 March 31, 2015 500,020 114,375 5,122 0.11 0.11 June 30, 2015 511,694 123,489 10,893 0.25 0.23 September 30, 2015 502,158 119,925 10,803 0.25 0.24 $ 2,016,032 $ 475,778 $ 34,289 $ 0.77 $ 0.73 Notes to Quarterly Financial Information (unaudited): • Earnings (loss) per share are computed independently for each quarter and year presented; as such the sum of the quarters may not be equal to the full year amounts. • 2016 Net income, and the related per share earnings, included, net of tax, restructuring and other related charges of $4,247 for the third quarter. |
REPORTABLE SEGMENTS
REPORTABLE SEGMENTS | 12 Months Ended |
Sep. 30, 2016 | |
Segment Reporting [Abstract] | |
REPORTABLE SEGMENTS | REPORTABLE SEGMENTS Griffon’s reportable segments are as follows: • HBP is a leading manufacturer and marketer of residential and commercial garage doors to professional dealers and to some of the largest home center retail chains in North America, as well as a global provider of long-handled tools and landscaping products for homeowners and professionals. • Telephonics is recognized globally as a leading provider of highly sophisticated intelligence, surveillance and communications solutions for defense, aerospace and commercial customers. • PPC is a global leader in the development and production of embossed, laminated and printed specialty plastic films for hygienic, health-care and industrial products and sells to some of the world's largest consumer products companies. Griffon evaluates performance and allocates resources based on operating results before interest income or expense, income taxes and certain nonrecurring items of income or expense. Information on Griffon’s reportable segments is as follows: For the Years Ended September 30, REVENUE 2016 2015 2014 Home & Building Products: AMES $ 513,973 $ 535,881 $ 503,687 CBP 527,370 516,320 475,756 Home & Building Products 1,041,343 1,052,201 979,443 Telephonics 435,692 $ 431,090 $ 419,005 PPC 480,126 $ 532,741 $ 593,363 Total consolidated net sales $ 1,957,161 $ 2,016,032 $ 1,991,811 For the Years Ended September 30, INCOME (LOSS) BEFORE TAXES 2016 2015 2014 Segment operating profit: Home & Building Products $ 79,682 $ 58,883 $ 40,538 Telephonics 42,801 43,006 45,293 PPC 20,313 33,137 28,881 Total segment operating profit 142,796 135,026 114,712 Net interest expense (51,111 ) (47,872 ) (48,144 ) Unallocated amounts (38,521 ) (33,518 ) (33,394 ) Loss from debt extinguishment — — (38,890 ) Income (loss) before taxes $ 53,164 $ 53,636 $ (5,716 ) Griffon evaluates performance and allocates resources based on each segments’ operating results before interest income and expense, income taxes, depreciation and amortization, unallocated amounts (mainly corporate overhead), restructuring charges, acquisition-related expenses , and gains (losses) from pension settlement and debt extinguishment, as applicable (“Segment adjusted EBITDA”, a non-GAAP measure). Griffon believes this information is useful to investors for the same reason. The following table provides a reconciliation of Segment adjusted EBITDA to Income (loss) before taxes and discontinued operations: For the Years Ended September 30, 2016 2015 2014 Segment adjusted EBITDA: Home & Building Products $ 114,949 $ 94,226 $ 77,171 Telephonics 53,385 53,028 57,525 PPC 50,079 57,103 56,291 Total Segment adjusted EBITDA 218,413 204,357 190,987 Net interest expense (51,111 ) (47,872 ) (48,144 ) Segment depreciation and amortization (69,717 ) (69,331 ) (66,978 ) Unallocated amounts (38,521 ) (33,518 ) (33,394 ) Loss from debt extinguishment — — (38,890 ) Restructuring charges (5,900 ) — (6,136 ) Acquisition costs — — (3,161 ) Income (loss) before taxes $ 53,164 $ 53,636 $ (5,716 ) For the Years Ended September 30, DEPRECIATION and AMORTIZATION 2016 2015 2014 Segment: Home & Building Products $ 35,267 $ 35,343 $ 31,580 Telephonics 10,584 10,022 7,988 PPC 23,866 23,966 27,410 Total segment depreciation and amortization 69,717 69,331 66,978 Corporate 491 469 418 Total consolidated depreciation and amortization $ 70,208 $ 69,800 $ 67,396 CAPITAL EXPENDITURES Segment: Home & Building Products $ 49,351 $ 38,896 $ 33,779 Telephonics 9,007 6,347 20,963 PPC 31,817 28,103 21,032 Total segment 90,175 73,346 75,774 Corporate 584 274 1,320 Total consolidated capital expenditures $ 90,759 $ 73,620 $ 77,094 ASSETS At September 30, 2016 At September 30, 2015 At September 30, 2014 Segment assets: Home & Building Products $ 1,020,297 $ 1,034,032 $ 1,031,904 Telephonics 334,631 302,560 319,327 PPC 365,920 343,519 389,464 Total segment assets 1,720,848 1,680,111 1,740,695 Corporate 59,061 29,211 64,381 Total continuing assets 1,779,909 1,709,322 1,805,076 Assets of discontinued operations 2,187 3,491 3,750 Consolidated total $ 1,782,096 $ 1,712,813 $ 1,808,826 Segment information by geographic region was as follows: For the Years Ended September 30, REVENUE BY GEOGRAPHIC AREA - DESTINATION 2016 2015 2014 United States $ 1,396,086 $ 1,383,775 $ 1,386,575 Europe 198,897 227,203 254,460 Canada 112,650 132,133 134,637 Australia 111,587 113,077 62,567 South America 72,813 87,759 105,691 All other countries 65,128 72,085 47,881 Consolidated revenue $ 1,957,161 $ 2,016,032 $ 1,991,811 For the Years Ended September 30, LONG-LIVED ASSETS BY GEOGRAPHIC AREA 2016 2015 2014 United States $ 466,266 $ 454,255 $ 439,737 Germany 64,316 66,367 74,457 Canada 35,984 36,449 42,374 Australia 26,196 22,136 28,155 All other countries 23,241 14,602 19,465 Consolidated property, plant and equipment, net $ 616,003 $ 593,809 $ 604,188 As a percentage of consolidated revenue, HBP sales to Home Depot approximated 13% in 2016 and 12% in both 2015 and 2014 ; PPC sales to P&G approximated 13% in 2016 , and 14% in both 2015 and 2014 ; and Telephonics aggregate sales to the United States Government and its agencies approximated 16% in 2016 , 14% in 2015 and 15% in 2014 . |
OTHER INCOME (EXPENSE)
OTHER INCOME (EXPENSE) | 12 Months Ended |
Sep. 30, 2016 | |
Other Income and Expenses [Abstract] | |
OTHER INCOME (EXPENSE) | OTHER INCOME (EXPENSE) Other income (expense) included $770 , $286 and $220 for the years ended September 30, 2016 , 2015 and 2014 , respectively, of currency exchange gains (losses) in connection with the translation of receivables and payables denominated in currencies other than the functional currencies of Griffon and its subsidiaries, as well as $316 , $424 and $110 , respectively, of investment income. |
OTHER COMPREHENSIVE INCOME (LOS
OTHER COMPREHENSIVE INCOME (LOSS) | 12 Months Ended |
Sep. 30, 2016 | |
Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
OTHER COMPREHENSIVE INCOME (LOSS) | OTHER COMPREHENSIVE INCOME (LOSS) The amounts recognized in other comprehensive income (loss) were as follows: Years Ended September 30, 2016 2015 2014 Pre-tax Tax Net of tax Pre-tax Tax Net of tax Pre-tax Tax Net of tax Foreign currency translation adjustments $ 17,284 $ — $ 17,284 $ (56,358 ) $ — $ (56,358 ) $ (23,933 ) $ — $ (23,933 ) Pension and other defined benefit plans (8,694 ) 3,043 (5,651 ) (6,655 ) 2,329 (4,326 ) (6,061 ) 2,147 (3,914 ) Cash flow hedge (2,593 ) 907 (1,686 ) 662 (232 ) 430 386 (134 ) 252 Available-for-sale securities — — — (1,370 ) 500 (870 ) 1,370 (500 ) 870 Total other comprehensive income (loss) $ 5,997 $ 3,950 $ 9,947 $ (63,721 ) $ 2,597 $ (61,124 ) $ (28,238 ) $ 1,513 $ (26,725 ) The components of Accumulated other comprehensive income (loss) are as follows: At September 30, 2016 2015 Foreign currency translation adjustments $ (42,894 ) $ (60,178 ) Pension and other defined benefit plans (37,343 ) (31,692 ) Cash flow hedge (1,004 ) 682 $ (81,241 ) $ (91,188 ) Total comprehensive income (loss) were as follows: For the Years Ended September 30, 2016 2015 2014 Net income (loss) $ 30,010 $ 34,289 $ (177 ) Other comprehensive income (loss), net of taxes 9,947 (61,124 ) (26,725 ) Comprehensive income (loss) $ 39,957 $ (26,835 ) $ (26,902 ) Amounts reclassified from accumulated other comprehensive income (loss) to income (loss) were as follows: For the Years Ended September 30, Gain (Loss) 2016 2015 2014 Pension amortization $ (2,375 ) $ (2,182 ) $ (1,934 ) Available-for-sale securities — 1,370 — Cash flow hedges (752 ) 1,223 — Total before tax (3,127 ) 411 (1,934 ) Tax 225 (164 ) 677 Net of tax $ (2,902 ) $ 247 $ (1,257 ) |
CONSOLIDATING GUARANTOR AND NON
CONSOLIDATING GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION | 12 Months Ended |
Sep. 30, 2016 | |
Consolidating Guarantor And Non Guarantor Financial Information [Abstract] | |
CONSOLIDATING GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION | CONSOLIDATING GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION Griffon’s Senior Notes are fully and unconditionally guaranteed, jointly and severally, on a senior secured basis by the domestic assets of Clopay Building Products Company, Inc., Clopay Plastic Products Company, Inc., Telephonics Corporation, The AMES Companies, Inc., ATT Southern, Inc., and Clopay Ames True Temper Holding, Corp., all of which are indirectly 100% owned by Griffon. In accordance with Rule 3-10 of Regulation S-X promulgated under the Securities Act of 1933, presented below are condensed consolidating financial information as of September 30, 2016 and 2015 , and for the years ended September 30, 2016, 2015 and 2014 . The financial information may not necessarily be indicative of results of operations or financial position had the guarantor companies or non-guarantor companies operated as independent entities. The guarantor companies and the non-guarantor companies include the consolidated financial results of their wholly owned subsidiaries accounted for under the equity method. The indenture relating to the Senior Notes (the “Indenture”) contains terms providing that, under certain limited circumstances, a guarantor will be released from its obligations to guarantee the Senior Notes. These circumstances include (i) a sale of at least a majority of the stock, or all or substantially all the assets, of the subsidiary guarantor as permitted by the Indenture; (ii) a public equity offering of a subsidiary guarantor that qualifies as a “Minority Business” as defined in the Indenture (generally, a business the EBITDA of which constitutes less than 50% of the segment adjusted EBITDA of the Company for the most recently ended four fiscal quarters), and that meets certain other specified conditions as set forth in the Indenture; (iii) the designation of a guarantor as an “unrestricted subsidiary” as defined in the Indenture, in compliance with the terms of the Indenture; (iv) Griffon exercising its right to defease the Senior Notes, or to otherwise discharge its obligations under the Indenture, in each case in accordance with the terms of the Indenture; and (v) upon obtaining the requisite consent of the holders of the Senior Notes. CONDENSED CONSOLIDATING BALANCE SHEETS At September 30, 2016 Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation CURRENT ASSETS Cash and equivalents 6,517 27,692 38,344 — 72,553 Accounts receivable, net of allowances — 175,583 63,810 (5,642 ) 233,751 Contract costs and recognized income not yet billed, net of progress payments — 126,961 — — 126,961 Inventories, net — 239,325 69,544 — 308,869 Prepaid and other current assets 39,763 31,191 16,447 (48,796 ) 38,605 Assets of discontinued operations — — 219 — 219 Total Current Assets 46,280 600,752 188,364 (54,438 ) 780,958 PROPERTY, PLANT AND EQUIPMENT, net 956 303,735 100,713 — 405,404 GOODWILL — 284,875 76,310 — 361,185 INTANGIBLE ASSETS, net — 147,960 62,639 — 210,599 INTERCOMPANY RECEIVABLE 539,938 713,118 307,081 (1,560,137 ) — EQUITY INVESTMENTS IN SUBSIDIARIES 824,887 866,595 1,916,622 (3,608,104 ) — OTHER ASSETS 6,529 12,151 12,675 (9,373 ) 21,982 ASSETS OF DISCONTINUED OPERATIONS — — 1,968 — 1,968 Total Assets 1,418,590 2,929,186 2,666,372 (5,232,052 ) 1,782,096 CURRENT LIABILITIES Notes payable and current portion of long-term debt 3,153 2,307 17,184 — 22,644 Accounts payable and accrued liabilities 65,751 202,657 65,213 (39,686 ) 293,935 Liabilities of discontinued operations — — 1,684 — 1,684 Total Current Liabilities 68,904 204,964 84,081 (39,686 ) 318,263 LONG-TERM DEBT, net 848,589 18,872 46,453 — 913,914 INTERCOMPANY PAYABLES 57,648 737,980 735,053 (1,530,681 ) — OTHER LIABILITIES 32,502 114,491 26,574 (36,301 ) 137,266 LIABILITIES OF DISCONTINUED OPERATIONS — — 1,706 — 1,706 Total Liabilities 1,007,643 1,076,307 893,867 (1,606,668 ) 1,371,149 SHAREHOLDERS’ EQUITY 410,947 1,852,879 1,772,505 (3,625,384 ) 410,947 Total Liabilities and Shareholders’ Equity 1,418,590 2,929,186 2,666,372 (5,232,052 ) 1,782,096 CONDENSED CONSOLIDATING BALANCE SHEETS At September 30, 2015 Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation CURRENT ASSETS Cash and equivalents $ 2,440 $ 10,671 $ 38,890 $ — $ 52,001 Accounts receivable, net of allowances — 178,830 61,772 (21,847 ) 218,755 Contract costs and recognized income not yet billed, net of progress payments — 103,879 16 — 103,895 Inventories, net — 257,929 67,880 — 325,809 Prepaid and other current assets 8,665 27,584 12,488 (8,479 ) 40,258 Assets of discontinued operations — — 236 — 236 Total Current Assets 11,105 578,893 181,282 (30,326 ) 740,954 PROPERTY, PLANT AND EQUIPMENT, net 1,108 286,854 92,010 — 379,972 GOODWILL — 284,875 71,366 — 356,241 INTANGIBLE ASSETS, net — 152,412 61,425 — 213,837 INTERCOMPANY RECEIVABLE 542,297 904,840 263,480 (1,710,617 ) — EQUITY INVESTMENTS IN SUBSIDIARIES 745,262 644,577 1,740,889 (3,130,728 ) — OTHER ASSETS 37,982 30,203 9,959 (59,590 ) 18,554 ASSETS OF DISCONTINUED OPERATIONS — — 3,255 — 3,255 Total Assets $ 1,337,754 $ 2,882,654 $ 2,423,666 $ (4,931,261 ) $ 1,712,813 CURRENT LIABILITIES Notes payable and current portion of long-term debt $ 2,202 $ 3,842 $ 10,549 $ — $ 16,593 Accounts payable and accrued liabilities 26,365 222,758 72,843 (20,951 ) 301,015 Liabilities of discontinued operations — — 2,229 — 2,229 Total Current Liabilities 28,567 226,600 85,621 (20,951 ) 319,837 LONG-TERM DEBT, net 752,839 17,116 57,021 — 826,976 INTERCOMPANY PAYABLES 76,477 831,345 775,120 (1,682,942 ) — OTHER LIABILITIES 49,346 126,956 28,428 (72,634 ) 132,096 LIABILITIES OF DISCONTINUED OPERATIONS — — 3,379 — 3,379 Total Liabilities 907,229 1,202,017 949,569 (1,776,527 ) 1,282,288 SHAREHOLDERS’ EQUITY 430,525 1,680,637 1,474,097 (3,154,734 ) 430,525 Total Liabilities and Shareholders’ Equity $ 1,337,754 $ 2,882,654 $ 2,423,666 $ (4,931,261 ) $ 1,712,813 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) For the Year Ended September 30, 2016 Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation Revenue $ — $ 1,560,535 $ 425,182 $ (28,556 ) $ 1,957,161 Cost of goods and services — 1,173,928 339,934 (30,135 ) 1,483,727 Gross profit — 386,607 85,248 1,579 473,434 Selling, general and administrative expenses 26,427 263,357 74,613 (370 ) 364,027 Restructuring and other related charges — 1,299 4,601 — 5,900 Total operating expenses 26,427 264,656 79,214 (370 ) 369,927 Income (loss) from operations (26,427 ) 121,951 6,034 1,949 103,507 Other income (expense) Interest income (expense), net (12,549 ) (34,588 ) (3,974 ) — (51,111 ) Other, net 337 3,471 (1,091 ) (1,949 ) 768 Total other income (expense) (12,212 ) (31,117 ) (5,065 ) (1,949 ) (50,343 ) Income (loss) before taxes (38,639 ) 90,834 969 — 53,164 Provision (benefit) for income taxes (16,333 ) 34,535 4,952 — 23,154 Income (loss) before equity in net income of subsidiaries (22,306 ) 56,299 (3,983 ) — 30,010 Equity in net income (loss) of subsidiaries 52,316 (5,728 ) 56,299 (102,887 ) — Net Income (loss) $ 30,010 $ 50,571 $ 52,316 $ (102,887 ) $ 30,010 Comprehensive income (loss) $ 39,957 $ 44,265 $ 68,970 $ (113,235 ) $ 39,957 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) For the Year Ended September 30, 2015 Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation Revenue $ — $ 1,581,295 $ 475,380 $ (40,643 ) $ 2,016,032 Cost of goods and services — 1,204,872 377,348 (41,966 ) 1,540,254 Gross profit — 376,423 98,032 1,323 475,778 Selling, general and administrative expenses 22,637 272,421 80,073 (370 ) 374,761 Restructuring and other related charges — — — — — Total operating expenses 22,637 272,421 80,073 (370 ) 374,761 Income (loss) from operations (22,637 ) 104,002 17,959 1,693 101,017 Other income (expense) Interest income (expense), net (8,741 ) (30,547 ) (8,584 ) — (47,872 ) Other, net 438 10,521 (8,775 ) (1,693 ) 491 Total other income (expense) (8,303 ) (20,026 ) (17,359 ) (1,693 ) (47,381 ) Income (loss) before taxes (30,940 ) 83,976 600 — 53,636 Provision (benefit) for income taxes (11,041 ) 31,100 (712 ) — 19,347 Income (loss) before equity in net income of subsidiaries (19,899 ) 52,876 1,312 — 34,289 Equity in net income (loss) of subsidiaries 54,188 3,062 52,876 (110,126 ) — Net income (loss) $ 34,289 $ 55,938 $ 54,188 $ (110,126 ) $ 34,289 Comprehensive income (loss) $ (26,835 ) $ 34,318 $ 15,080 $ (49,398 ) $ (26,835 ) CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) For the Year Ended September 30, 2014 Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation Revenue $ — $ 1,526,678 $ 519,349 $ (54,216 ) $ 1,991,811 Cost of goods and services — 1,156,268 424,568 (48,424 ) 1,532,412 Gross profit — 370,410 94,781 (5,792 ) 459,399 Selling, general and administrative expenses 24,084 281,930 75,551 (6,466 ) 375,099 Restructuring and other related charges — 4,234 1,902 — 6,136 Total operating expenses 24,084 286,164 77,453 (6,466 ) 381,235 Income (loss) from operations (24,084 ) 84,246 17,328 674 78,164 Other income (expense) Interest income (expense), net (10,079 ) (28,630 ) (9,435 ) — (48,144 ) Extinguishment of debt (38,890 ) (38,890 ) Other, net 111 7,945 (4,228 ) (674 ) 3,154 Total other income (expense) (48,858 ) (20,685 ) (13,663 ) (674 ) (83,880 ) Income (loss) before taxes (72,942 ) 63,561 3,665 — (5,716 ) Provision (benefit) for income taxes (32,044 ) 26,480 25 — (5,539 ) Income (loss) before equity in net income of subsidiaries (40,898 ) 37,081 3,640 — (177 ) Equity in net income (loss) of subsidiaries 40,721 3,531 37,081 (81,333 ) — Net Income (loss) $ (177 ) $ 40,612 $ 40,721 $ (81,333 ) $ (177 ) Comprehensive income (loss) $ (26,902 ) $ 28,355 $ 25,704 $ (54,059 ) $ (26,902 ) CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS For the Year Ended September 30, 2016 Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ 30,010 $ 50,571 $ 52,316 $ (102,887 ) $ 30,010 Net cash provided by (used in) operating activities (11,879 ) 98,891 18,925 — 105,937 CASH FLOWS FROM INVESTING ACTIVITIES: Acquisition of property, plant and equipment (259 ) (78,159 ) (12,341 ) — (90,759 ) Intercompany distributions — (2,726 ) (1,744 ) — (4,470 ) Proceeds from sale of property, plant and equipment — 765 144 — 909 Investment purchases 715 — — — 715 Net cash provided by (used in) investing activities 456 (80,120 ) (13,941 ) — (93,605 ) CASH FLOWS FROM FINANCING ACTIVITIES: Purchase of shares for treasury (65,307 ) — — — (65,307 ) Proceeds from long-term debt 271,340 2,311 28,711 — 302,362 Payments of long-term debt (177,513 ) (2,135 ) (35,338 ) — (214,986 ) Change in short-term borrowings — — (54 ) — (54 ) Financing costs (4,277 ) — (107 ) — (4,384 ) Tax effect from exercise/vesting of equity awards, net — — — — — Dividends paid (8,798 ) — — — (8,798 ) Other, net 55 (1,926 ) 1,926 — 55 Net cash provided by (used in) financing activities 15,500 (1,750 ) (4,862 ) — 8,888 CASH FLOWS FROM DISCONTINUED OPERATIONS: Net cash used in discontinued operations — — (1,554 ) — (1,554 ) Effect of exchange rate changes on cash and equivalents — — 886 — 886 NET DECREASE IN CASH AND EQUIVALENTS 4,077 17,021 (546 ) — 20,552 CASH AND EQUIVALENTS AT BEGINNING OF PERIOD 2,440 10,671 38,890 — 52,001 CASH AND EQUIVALENTS AT END OF PERIOD $ 6,517 $ 27,692 $ 38,344 $ — $ 72,553 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS For the Year Ended September 30, 2015 Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ 34,289 $ 55,938 $ 54,188 $ (110,126 ) $ 34,289 Net cash provided by (used in) operating activities 58,760 27,130 (9,753 ) — 76,137 CASH FLOWS FROM INVESTING ACTIVITIES: Acquisition of property, plant and equipment (274 ) (54,196 ) (19,150 ) — (73,620 ) Acquired business, net of cash acquired — (2,225 ) — — (2,225 ) Intercompany distributions 10,000 (10,000 ) — — — Investment sales 8,891 — — — 8,891 Proceeds from sale of property, plant and equipment — 142 192 — 334 Net cash provided by (used in) investing activities 18,617 (66,279 ) (18,958 ) — (66,620 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from issuance of common stock 371 — — — 371 Purchase of shares for treasury (82,343 ) — — — (82,343 ) Proceeds from long-term debt 124,500 13,596 95,395 — 233,491 Payments of long-term debt (116,702 ) (1,263 ) (69,770 ) — (187,735 ) Change in short-term borrowings — — (365 ) — (365 ) Financing costs (614 ) (196 ) (498 ) — (1,308 ) Tax effect from exercise/vesting of equity awards, net 345 — — — 345 Dividends paid (7,654 ) — — — (7,654 ) Other, net 347 6,161 (6,161 ) — 347 Net cash provided by (used in) financing activities (81,750 ) 18,298 18,601 — (44,851 ) CASH FLOWS FROM DISCONTINUED OPERATIONS: Net cash used in discontinued operations — — (918 ) — (918 ) Effect of exchange rate changes on cash and equivalents — — (4,152 ) — (4,152 ) NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS (4,373 ) (20,851 ) (15,180 ) — (40,404 ) CASH AND EQUIVALENTS AT BEGINNING OF PERIOD 6,813 31,522 54,070 — 92,405 CASH AND EQUIVALENTS AT END OF PERIOD $ 2,440 $ 10,671 $ 38,890 $ — $ 52,001 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS For the Year Ended September 30, 2014 Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ (177 ) $ 40,612 $ 40,721 $ (81,333 ) $ (177 ) Net cash provided by operating activities (3,902 ) 17,168 80,035 — 93,301 CASH FLOWS FROM INVESTING ACTIVITIES: Acquisition of property, plant and equipment (700 ) (64,320 ) (12,074 ) — (77,094 ) Acquired business, net of cash acquired — 2,675 (64,981 ) — (62,306 ) Intercompany distributions 10,000 (10,000 ) — — — Purchase of securities (8,402 ) — — — (8,402 ) Proceeds from sale of property, plant and equipment — 360 192 — 552 Net cash used in investing activities 898 (71,285 ) (76,863 ) — (147,250 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from issuance of common stock 584 — — — 584 Purchase of shares for treasury (79,614 ) — — — (79,614 ) Proceeds from long-term debt 659,568 (102 ) 32,477 — 691,943 Payments of long-term debt (598,250 ) (1,135 ) (3,709 ) — (603,094 ) Change in short-term borrowings — — (749 ) — (749 ) Financing costs (10,763 ) — (535 ) — (11,298 ) Purchase of ESOP shares (20,000 ) — — — (20,000 ) Tax effect from exercise/vesting of equity awards, net 273 — — — 273 Dividends paid (11,273 ) 5,000 — — (6,273 ) Other, net 298 56,533 (56,533 ) — 298 Net cash used in financing activities (59,177 ) 60,296 (29,049 ) — (27,930 ) CASH FLOWS FROM DISCONTINUED OPERATIONS: Net cash used in discontinued operations — — (1,528 ) — (1,528 ) Effect of exchange rate changes on cash and equivalents — — (2,318 ) — (2,318 ) NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS (62,181 ) 6,179 (29,723 ) — (85,725 ) CASH AND EQUIVALENTS AT BEGINNING OF PERIOD 68,994 25,343 83,793 — 178,130 CASH AND EQUIVALENTS AT END OF PERIOD $ 6,813 $ 31,522 $ 54,070 $ — $ 92,405 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Sep. 30, 2016 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS On November 16, 2016, Griffon declared a $0.06 per share dividend payable on December 22, 2016 to shareholders of record as of December 5, 2016. Griffon currently intends to pay dividends each quarter; however, payment of dividends is determined by the Board of Directors, at its discretion, based on various factors, and no assurance can be provided as to the payment of future dividends. ***** |
SCHEDULE II VALUATION AND QUALI
SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS | 12 Months Ended |
Sep. 30, 2016 | |
Valuation and Qualifying Accounts [Abstract] | |
SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS | SCHEDULE II GRIFFON CORPORATION VALUATION AND QUALIFYING ACCOUNTS For the Years Ended September 30, 2016, 2015 and 2014 (in thousands) Description Balance at Beginning of Year Recorded to Cost and Expense Accounts Written Off, net Other Balance at End of Year FOR THE YEAR ENDED SEPTEMBER 30, 2016 Allowance for Doubtful Accounts Bad debts $ 2,640 $ 347 (783 ) $ 45 $ 2,249 Sales returns and allowances 2,702 2,821 (1,369 ) 22 4,176 $ 5,342 $ 3,168 $ (2,152 ) $ 67 $ 6,425 Inventory valuation $ 14,634 $ 12,425 $ (9,007 ) $ 391 $ 18,443 Deferred tax valuation allowance $ 10,462 $ 2,370 $ — $ — $ 12,832 FOR THE YEAR ENDED SEPTEMBER 30, 2015 Allowance for Doubtful Accounts Bad debts $ 3,627 $ 76 $ (934 ) $ (129 ) $ 2,640 Sales returns and allowances 3,709 1,313 (2,205 ) (115 ) 2,702 $ 7,336 $ 1,389 $ (3,139 ) $ (244 ) $ 5,342 Inventory valuation $ 16,613 $ 6,476 $ (7,603 ) $ (852 ) $ 14,634 Deferred tax valuation allowance $ 15,649 $ (5,187 ) $ — $ — $ 10,462 FOR THE YEAR ENDED SEPTEMBER 30, 2014 Allowance for Doubtful Accounts Bad debts $ 4,080 $ 359 $ (784 ) $ (28 ) $ 3,627 Sales returns and allowances 2,056 3,655 (1,985 ) (17 ) 3,709 $ 6,136 $ 4,014 $ (2,769 ) $ (45 ) $ 7,336 Inventory valuation $ 15,728 $ 13,613 $ (12,627 ) $ (101 ) $ 16,613 Deferred tax valuation allowance $ 13,421 $ 2,228 $ — $ — $ 15,649 |
DESCRIPTION OF BUSINESS AND S30
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Consolidation | Consolidation The consolidated financial statements include the accounts of Griffon and all subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. The results of operations of acquired businesses are included from the dates of acquisitions. |
Earnings (Loss) per share | Earnings per share Due to rounding, the sum of earnings per share may not equal earnings per share of Net income. |
Discontinued operations – Installation Services | Discontinued operations – Installation Services In 2008, as a result of the downturn in the residential housing market, Griffon exited substantially all operating activities of its Installation Services segment which sold, installed and serviced garage doors and openers, fireplaces, floor coverings, cabinetry and a range of related building products, primarily for the new residential housing market. Operating results of substantially all of this segment have been reported as discontinued operations in the Consolidated Statements of Operations and Comprehensive Income (Loss) for all periods presented; Installation Services is excluded from segment reporting. |
Reclassifications | Reclassifications Certain amounts in prior years have been reclassified to conform to the current year presentation. |
Use of estimates | Use of estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting periods. These estimates may be adjusted due to changes in economic, industry or customer financial conditions, as well as changes in technology or demand. Significant estimates include allowances for doubtful accounts receivable and returns, net realizable value of inventories, restructuring reserves, valuation of goodwill and intangible assets, percentage of completion method of accounting, pension assumptions, useful lives associated with depreciation and amortization of intangible and fixed assets, warranty reserves, sales incentive accruals, stock based compensation assumptions, income taxes and tax valuation reserves, environmental reserves, legal reserves, insurance reserves, the valuation of assets and liabilities of discontinued operations, acquisition assumptions used and the accompanying disclosures. These estimates are based on management’s best knowledge of current events and actions Griffon may undertake in the future. Actual results may ultimately differ from these estimates. |
Cash and equivalents | Cash and equivalents Griffon considers all highly liquid investments purchased with an initial maturity of three months or less to be cash equivalents. Cash equivalents primarily consist of overnight commercial paper, highly-rated liquid money market funds backed by U.S. Treasury securities and U.S. Agency securities, as well as insured bank deposits. Griffon had cash in non-U.S. bank accounts of approximately $24,000 and $31,700 at September 30, 2016 and 2015 , respectively. Substantially all U.S. cash and equivalents are in excess of FDIC insured limits. Griffon regularly evaluates the financial stability of all institutions and funds that hold its cash and equivalents. |
Fair value of financial instruments | Fair value of financial instruments The carrying values of cash and cash equivalents, accounts receivable, accounts and notes payable and revolving credit debt approximate fair value due to either the short-term nature of such instruments or the fact that the interest rate of the revolving credit debt is based upon current market rates. The fair value hierarchy, as outlined in the applicable accounting guidance, establishes a fair value hierarchy that requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the hierarchy is based on the lowest level of input that is significant to the fair value measurement. The accounting guidance establishes three levels of inputs that may be used to measure fair value, as follows: • Level 1 inputs are measured and recorded at fair value based upon quoted prices in active markets for identical assets. • Level 2 inputs include inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of assets or liabilities. • Level 3 inputs are unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. The fair values of Griffon’s 2022 senior notes and 2017 4% convertible notes approximated $725,000 and $121,563 , respectively, on September 30, 2016 . Fair values were based upon quoted market prices (level 1 inputs). Insurance contracts with a value of $3,088 at September 30, 2016 are measured and recorded at fair value based upon quoted prices in active markets for similar assets (level 2 inputs) and are included in Other current assets on the consolidated balance sheet. Items Measured at Fair Value on a Recurring Basis At September 30, 2016 and 2015, trading securities, measured at fair value based on quoted prices in active markets for similar assets (level 2 inputs), with a fair value of $1,314 ( $1,000 cost basis) and $1,374 ( $1,000 cost basis) were included in Prepaid and other current assets on the Consolidated Balance Sheets. During the year ended September 30, 2016, the Company settled trading securities with proceeds totaling $715 and recognized a loss of $13 in Other income (expense). During the year ended September 30, 2015, the Company settled all outstanding available-for-sale securities with proceeds totaling $8,891 and recognized a gain of $489 in Other income, and accordingly, a gain of $870 , net of tax, on available-for-sale securities was reclassified out of Accumulated other comprehensive income (loss) ("AOCI"). Realized and unrealized gains and losses on trading securities and realized gains and losses on available-for-sale securities are included in Other income in the Consolidated Statements of Operations and Comprehensive Income (Loss). In the normal course of business, Griffon’s operations are exposed to the effect of changes in foreign currency exchange rates. To manage these risks, Griffon may enter into various derivative contracts such as foreign currency exchange contracts, including forwards and options. During 2016 and 2015, Griffon entered into several such contracts in order to lock into a foreign currency rate for planned settlements of trade and inter-company liabilities payable in USD. At September 30, 2016 and 2015, Griffon had $25,500 and $25,531 of Australian dollar contracts at a weighted average rate of $1.30 and $1.43 , respectively, which qualified for hedge accounting. These hedges were all deemed effective as cash flow hedges with gains and losses related to changes in fair value deferred and recorded in Other comprehensive income (loss) and Prepaid and other current assets, or Accrued liabilities, until settlement. Upon settlement, gains and losses were recognized in the Consolidated Statements of Operations and Comprehensive Income (Loss) in Cost of goods and services. AOCI included deferred losses of $1,545 ( $1,004 , net of tax) and deferred gains of $1,049 ( $682 , net of tax) at September 30, 2016 and 2015, respectively. Upon settlement, gains and (losses) of $(752) and $1,223 were recognized in the Consolidated Statements of Operations and Comprehensive Income (Loss) in Cost of goods and services ("COGS") during the years ended September 30, 2016 and September 30, 2015, respectively. All contracts expire in 14 to 270 days . At September 30, 2016 and 2015, Griffon had $4,855 and $6,500 , respectively, of Canadian dollar contracts at a weighted average rate of $1.31 and $1.33 . These contracts, which protect Canadian operations from currency fluctuations for U.S. dollar based purchases, do not qualify for hedge accounting and fair value losses of $157 and fair value gains of $280 were recorded in Other assets and to Other income for the outstanding contracts, based on similar contract values (level 2 inputs), for the years ended September 30, 2016 and 2015, respectively. Realized gains of $136 and $257 , were recorded in Other income during the years ended September 30, 2016 and September 30, 2015, respectively. All contracts expire in 14 to 270 days . Pension plan assets with a fair value of $144,316 at September 30, 2016 , are measured and recorded at fair value based upon quoted prices in active markets for identical assets (level 1 inputs) and quoted market prices for similar assets (level 2 inputs). |
Non-U.S. currency translation | Non-U.S. currency translation Assets and liabilities of non-U.S. subsidiaries, where the functional currency is not the U.S. dollar, have been translated at year-end exchange rates and profit and loss accounts have been translated using weighted average exchange rates. Adjustments resulting from currency translation have been recorded in the equity section of the balance sheet in AOCI as cumulative translation adjustments. Cumulative translation adjustments were losses of $42,894 and $60,178 at September 30, 2016 and 2015 , respectively. Assets and liabilities of an entity that are denominated in currencies other than that entity’s functional currency are remeasured into the functional currency using period end exchange rates, or historical rates where applicable to certain balances. Gains and losses arising on remeasurements are recorded within the Consolidated Statement of Operations and Comprehensive Income (Loss) as a component of Other income (expense). |
Revenue recognition | Revenue recognition Revenue is recognized when the following circumstances are satisfied: a) persuasive evidence of an arrangement exists, b) delivery has occurred, title has transferred or services are rendered, c) price is fixed and determinable and d) collectability is reasonably assured. Goods are sold on terms that transfer title and risk of loss at a specified location. Revenue recognition from product sales occurs when all factors are met, including transfer of title and risk of loss, which occurs either upon shipment or upon receipt by customers at the location specified in the terms of sale. Other than standard product warranty provisions, sales arrangements provide for no other significant post-shipment obligations. From time to time and for certain customers, rebates and other sales incentives, promotional allowances or discounts are offered, typically related to customer purchase volumes, all of which are fixed or determinable and are classified as a reduction of revenue and recorded at the time of sale. Griffon provides for sales returns allowances based upon historical returns experience. Telephonics earns a substantial portion of its revenue as either a prime or subcontractor from contract awards with the U.S. Government, as well as non-U.S. governments and other commercial customers. These formal contracts are typically long-term in nature, usually greater than one year . Revenue and profits from these long-term fixed price contracts are recognized under the percentage-of-completion method of accounting. Revenue and profits on fixed-price contracts that contain engineering as well as production requirements are recorded based on the ratio of total actual incurred costs to date to the total estimated costs for each contract (cost-to-cost method). Using the cost-to-cost method, revenue is recorded at amounts equal to the ratio of actual cumulative costs incurred divided by total estimated costs at completion, multiplied by the total estimated contract revenue, less the cumulative revenue recognized in prior periods. The profit recorded on a contract using this method is equal to the current estimated total profit margin multiplied by the cumulative revenue recognized, less the amount of cumulative profit previously recorded for the contract in prior periods. As this method relies on the substantial use of estimates, these projections may be revised throughout the life of a contract. Components of this formula and ratio that may be estimated include gross profit margin and total costs at completion. The cost performance and estimates to complete on long-term contracts are reviewed, at a minimum, on a quarterly basis, as well as when information becomes available that would necessitate a review of the current estimate. Adjustments to estimates for a contract’s estimated costs at completion and estimated profit or loss often are required as experience is gained, and as more information is obtained, even though the scope of work required under the contract may or may not change, or if contract modifications occur. The impact of such adjustments or changes to estimates is made on a cumulative basis in the period when such information has become known. In 2016, 2015 and 2014, income from operations included net favorable/(unfavorable) catch-up adjustments approximating $(700) , $(400) and $(400) , respectively. Gross profit is affected by a variety of factors, including the mix of products, systems and services, production efficiencies, price competition and general economic conditions. Revenue and profits on cost-reimbursable type contracts are recognized as allowable costs, and are incurred on the contract at an amount equal to the allowable costs plus the estimated profit on those costs. The estimated profit on a cost-reimbursable contract may be fixed or variable based on the contractual fee arrangement. Incentive and award fees on these contracts are recorded as revenue when the criteria under which they are earned are reasonably assured of being met and can be estimated. For contracts in which anticipated total costs exceed the total expected revenue, an estimated loss is recognized in the period when identifiable. A provision for the entire amount of the estimated loss is recorded on a cumulative basis. The estimated remaining costs to complete loss contracts as of September 30, 2016 was $4,700 and is recorded as a reduction to gross margin on the Consolidated Statements of Operations and Comprehensive Income (Loss). This loss had an immaterial impact on Griffon's Consolidated Financial Statements. Amounts representing contract change orders or claims are included in revenue only when they can be reliably estimated and their realization is probable, and are determined on a percentage-of-completion basis measured by the cost-to-cost method. From time to time, Telephonics may combine contracts if they are negotiated together, have specific requirements to combine, or are otherwise closely related. Contracts are segmented based on customer requirements. |
Accounts receivable, allowance for doubtful accounts and concentrations of credit risk | Accounts receivable, allowance for doubtful accounts and concentrations of credit risk Accounts receivable is composed principally of trade accounts receivable that arise from the sale of goods or services on account, and is stated at historical cost. A substantial portion of Griffon’s trade receivables are from customers of HBP, of which the largest customer is Home Depot, whose financial condition is dependent on the construction and related retail sectors of the economy. In addition, a significant portion of Griffon’s trade receivables are from one PPC customer, P&G, whose financial condition is dependent on the consumer products and related sectors of the economy. As a percentage of consolidated accounts receivable, U.S. Government related programs were 16% , P&G was 7% and Home Depot was 14% . Griffon performs continuing evaluations of the financial condition of its customers, and although Griffon generally does not require collateral, letters of credit may be required from customers in certain circumstances. Trade receivables are recorded at the stated amount, less allowance for doubtful accounts and, when appropriate, for customer program reserves and cash discounts. The allowance represents estimated uncollectible receivables associated with potential customer defaults on contractual obligations (usually due to customers’ potential insolvency). The allowance for doubtful accounts includes amounts for certain customers where a risk of default has been specifically identified, as well as an amount for customer defaults based on a formula when it is determined the risk of some default is probable and estimable, but cannot yet be associated with specific customers. The provision related to the allowance for doubtful accounts is recorded in Selling, general and administrative ("SG&A") expenses. The Company writes-off accounts receivable when they are deemed to be uncollectible. |
Contract costs and recognized income not yet billed | Contract costs and recognized income not yet billed Contract costs and recognized income not yet billed consists of amounts accounted for under the percentage of completion method of accounting, recoverable costs and accrued profit that cannot yet be invoiced under the terms of certain long-term contracts. Amounts will be invoiced when applicable contract terms, such as the achievement of specified milestones or product delivery, are met. |
Inventories | Inventories Inventories, stated at the lower of cost (first-in, first-out or average) or market, include material, labor and manufacturing overhead costs. Griffon’s businesses typically do not require inventory that is susceptible to becoming obsolete or dated. In general, Telephonics sells products in connection with programs authorized and approved under contracts awarded by the U.S. Government or agencies thereof and in accordance with customer specifications. PPC primarily produces fabricated materials used by customers in the production of their products and these materials are produced against orders from those customers. HBP produces doors and long-handled tools and landscaping products in response to orders from customers of retailers and dealers or based on expected orders, as applicable. |
Property, plant and equipment | Property, plant and equipment Property, plant and equipment includes the historical cost of land, buildings, equipment and significant improvements to existing plant and equipment or, in the case of acquisitions, a fair market value appraisal of such assets completed at the time of acquisition. Expenditures for maintenance, repairs and minor renewals are expensed as incurred. When property or equipment is sold or otherwise disposed of, the related cost and accumulated depreciation is removed from the respective accounts and the gain or loss is recognized. No event or indicator of impairment occurred during the three years ended September 30, 2016 , which would require additional impairment testing of property, plant and equipment. Depreciation expense, which includes amortization of assets under capital leases, was $62,689 , $62,144 and $59,488 for the years ended September 30, 2016 , 2015 and 2014 , respectively, and was calculated on a straight-line basis over the estimated useful lives of the assets. Depreciation included in SG&A expenses was $13,239 , $13,009 and $10,815 for the years ended September 30, 2016 , 2015 and 2014 . The remaining components of depreciation, attributable to manufacturing operations, are included in Cost of goods and services. Estimated useful lives for property, plant and equipment are as follows: buildings and building improvements, 25 to 40 years ; machinery and equipment, 2 to 15 years and leasehold improvements, over the term of the lease or life of the improvement, whichever is shorter. |
Goodwill and indefinite-lived intangibles | Goodwill and indefinite-lived intangibles Goodwill is the excess of the acquisition cost of a business over the fair value of the identifiable net assets acquired. Goodwill is not amortized, but is subject to an annual impairment test unless during an interim period, impairment indicators such as a significant change in the business climate exist. Griffon performed its annual impairment testing of goodwill as of September 30, 2016 . The performance of the test involves a two-step process. The first step involves comparing the fair value of Griffon’s reporting units with the reporting unit’s carrying amount, including goodwill. Griffon generally determines the fair value of its reporting units using the income approach methodology of valuation that includes the present value of expected future cash flows. This method uses market assumptions specific to Griffon’s reporting units. If the carrying amount of a reporting unit exceeds the reporting unit’s fair value, Griffon performs the second step of the goodwill impairment test to determine the amount of impairment loss. The second step compares the implied fair value of the reporting unit’s goodwill with the carrying amount of that goodwill. Griffon defines its reporting units as its three reportable segments: HBP, Telephonics and PPC. HBP consists of two components, AMES and CBP, which due to their similar economic characteristics, are aggregated into one reporting unit for goodwill testing. Griffon used 5 year projections and a 3.0% terminal value to which discount rates between 7.5% and 9.5% were applied to calculate each unit’s fair value. To substantiate fair values derived from the income approach methodology of valuation, the implied fair value was compared to the marketplace fair value of a comparable industry grouping for reasonableness. Further, the fair values were reconciled to Griffon’s market capitalization. Both market comparisons supported the implied fair values. Any changes in key assumptions or management judgment with respect to a reporting unit or its prospects, which may result from a decline in Griffon’s stock price, a change in market conditions, market trends, interest rates or other factors outside Griffon’s control, or significant underperformance relative to historical or project future operating results, could result in a significantly different estimate of the fair value of the reporting units, which could result in a future impairment charge (level 3 inputs). Based upon the results of the annual impairment review, it was determined that the fair value of each reporting unit substantially exceeded the carrying value of the assets, as performed under step one, and no impairment existed. Similar to goodwill, Griffon tests indefinite-lived intangible assets at least annually and when indicators of impairment exist. Griffon uses a discounted cash flow method to calculate and compare the fair value of the intangible to its book value. This method uses market assumptions specific to Griffon’s reporting units, which are reasonable and supportable. If the fair value is less than the book value of the indefinite-lived intangibles, an impairment charge would be recognized. |
Definite-lived long-lived assets | Definite-lived long-lived assets Amortizable intangible assets are carried at cost less accumulated amortization. For financial reporting purposes, definite-lived intangible assets are amortized on a straight-line basis over their useful lives, generally eight to twenty-five years . Long-lived assets and certain identifiable intangible assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. |
Income taxes | Income taxes Income taxes are accounted for under the liability method. Deferred taxes reflect the tax consequences on future years of differences between the tax basis of assets and liabilities and their financial reporting amounts. The carrying value of Griffon’s deferred tax assets is dependent upon Griffon’s ability to generate sufficient future taxable income in certain tax jurisdictions. Should Griffon determine that it is more likely than not that some portion of the deferred tax assets will not be realized, a valuation allowance against the deferred tax assets would be established in the period such determination was made. Griffon provides for uncertain tax positions and any related interest and penalties based upon Management’s assessment of whether a tax benefit is more likely than not of being sustained upon examination by tax authorities. At September 30, 2016 Griffon believes that it has appropriately accounted for all unrecognized tax benefits. As of September 30, 2016 , 2015 and 2014 , Griffon has recorded unrecognized tax benefits in the amount of $5,955 , $7,851 and $7,906 , respectively. Accrued interest and penalties related to income tax matters are recorded in the provision for income taxes. |
Research and development costs, shipping and handling costs and advertising costs | Research and development costs, shipping and handling costs and advertising costs Research and development costs not recoverable under contractual arrangements are charged to SG&A expense as incurred and amounted to $26,200 , $25,600 and $23,400 in 2016 , 2015 and 2014 , respectively. SG&A expenses include shipping and handling costs of $36,900 in 2016 , $40,800 in 2015 and $42,400 in 2014 and advertising costs, which are expensed as incurred, of $22,000 in 2016 , $24,000 in 2015 and $24,000 in 2014 . |
Risk, retention and insurance | Risk, retention and insurance Griffon’s property and casualty insurance programs contain various deductibles that, based on Griffon’s experience, are reasonable and customary for a company of its size and risk profile. Griffon generally maintains deductibles for claims and liabilities related primarily to workers’ compensation, general, product and automobile liability as well as property damage and business interruption losses resulting from certain events. Griffon does not consider any of the deductibles to represent a material risk to Griffon. Griffon accrues for claim exposures that are probable of occurrence and can be reasonably estimated. Insurance is maintained to transfer risk beyond the level of self-retention and provides protection on both an individual claim and annual aggregate basis. |
Pension benefits | Pension benefits Griffon sponsors defined and supplemental benefit pension plans for certain retired employees. Annual amounts relating to these plans are recorded based on actuarial projections, which include various actuarial assumptions, including discount rates, assumed rates of return, compensation increases and turnover rates. Actuarial assumptions used to determine pension liabilities, assets and expense are reviewed annually and modified based on current economic conditions and trends. The expected return on plan assets is determined based on the nature of the plan's investments and expectations for long-term rates of return. The discount rate used to measure obligations is based on a corporate bond spot-rate yield curve that matches projected future benefit payments, with the appropriate spot rate applicable to the timing of the projected future benefit payments. Assumptions used in determining Griffon’s obligations under the defined benefit pension plans are believed to be reasonable, based on experience and advice from independent actuaries; however, differences in actual experience or changes in assumptions may materially impact Griffon’s financial position or results of operations. All of the defined benefit plans are frozen and have ceased accruing benefits. |
Recently issued effective accounting pronouncements | Newly issued but not yet effective accounting pronouncements In August 2016, the Financial Accounting Standards Board ("FASB") issued guidance on the Statement of Cash Flows Classification of certain cash receipts and cash payments (a consensus of the emerging issues take force). This guidance addresses the following eight specific cash flow issues: Debt prepayment or debt extinguishment costs; settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing; contingent consideration payments made after a business combination; proceeds from the settlement of insurance claims; proceeds from the settlement of corporate-owned life insurance policies (including bank-owned life insurance policies); distributions received from equity method investees; beneficial interests in securitization transactions; and separately identifiable cash flows and application of the predominance principle. This guidance will be effective for the Company beginning in fiscal 2019. We are currently evaluating the impact of the guidance on the Company's financial condition, results of operations and related disclosures. In February 2016, the FASB issued guidance on lease accounting requiring lessees to recognize a right-of-use asset and a lease liability for long-term leases. The liability will be equal to the present value of lease payments. This guidance must be applied using a modified retrospective transition approach to all annual and interim periods presented and is effective for the company beginning in fiscal 2019. We are currently evaluating the impact of the guidance on the Company's financial condition, results of operations and related disclosures. In August 2014, the FASB issued guidance on management's responsibility in evaluating whether there is substantial doubt about a company's ability to continue as a going concern and related footnote disclosures. Management will be required to evaluate, at each reporting period, whether there are conditions or events that raise substantial doubt about a company's ability to continue as a going concern within one year from the date the financial statements are issued. This guidance is effective prospectively for annual and interim reporting periods beginning in 2017; implementation of this guidance is not expected to have a material effect on the Company’s financial condition or results of operations. In May 2014, the FASB issued guidance on revenue from contracts with customers. The underlying principle is that an entity will recognize revenue to depict the transfer of goods or services to customers at an amount that the entity expects to be entitled to in exchange for those goods or services. The guidance provides a five-step analysis of transactions to determine when and how revenue is recognized. Other major provisions include capitalization of certain contract costs, consideration of time value of money in the transaction price, and allowing estimates of variable consideration to be recognized before contingencies are resolved, in certain circumstances. The guidance also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity's contracts with customers. This guidance permits the use of either the retrospective or cumulative effect transition method and is effective for the Company beginning in 2019; early adoption is permitted beginning in 2018. We have not yet selected a transition method and are currently evaluating the impact of the guidance on the Company's financial condition, results of operations and related disclosures. The FASB has also issued the following additional guidance clarifying certain issues on revenue from contracts with customers; Revenue from Contracts with Customers: Narrow-Scope Improvements and Practical Expedients and Revenue from Contracts with Customers: Identifying Performance Obligations and Licensing. The Company is currently evaluating this guidance to determine the impact it will have on its consolidated financial statements. Recently adopted accounting pronouncements In March 2016, the FASB issued guidance on Stock Compensation: Improvements to Employee Share-Based Payment Accounting. The guidance changes how companies account for certain aspects of share-based payment awards to employees, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as the classification of related matters in the statement of cash flows. The amendments are effective for annual periods, and interim reporting periods within those annual periods, beginning after December 15, 2016 using either prospective, retrospective or modified retrospective transition method, depending on the area covered in this guidance. The Company early adopted this guidance in fiscal 2016 in order to simplify the accounting for employee share-based payments.. Under this guidance all excess tax benefits (“windfalls”) and deficiencies (“shortfalls”) related to employee stock compensation was recognized within income tax expense for the year ended September 30, 2016. Under prior guidance, windfalls were recognized to Capital in excess of par value and shortfalls were only recognized to the extent they exceed the pool of windfall tax benefits. As a result of the adoption, a tax benefit of $2,193 was recognized within income tax expense reflecting the excess tax benefits for the year ended September 30, 2016. The adoption was on a prospective basis and therefore had no impact on prior years. Additionally, income tax benefits at settlement of an award were previously reported as a reduction to operating cash flows and an increase to financing cash flows to the extent that those benefits exceeded the income tax benefits reported in earnings during the award's vesting period. Griffon has elected to apply that change in cash flow classification on a prospective basis, which has resulted in a $2,291 increase to net cash provided by operating activities and a corresponding increase to net cash used in financing activities in the accompanying condensed consolidated statement of cash flows for the year ended September 30, 2016, as compared to the amounts previously reported. The remaining provisions of this accounting standard did not have a material impact on the accompanying condensed consolidated financial statements. In November 2015, the FASB issued guidance on simplifying the presentation of deferred income taxes, requiring deferred income tax liabilities and assets to be classified as non-current in the statement of financial position. The guidance is effective for annual and interim reporting periods within those annual periods beginning after December 15, 2016 and may be applied retrospectively or prospectively. The Company early adopted this guidance in fiscal 2016 in order to simplify balance sheet presentation and applied it retrospectively for all periods presented in the financial statements. Accordingly, we reclassified current deferred taxes to non-current on the Consolidated Balance Sheet as of September 30, 2015 resulting in a decrease to both non-current deferred tax assets and non-current tax liabilities of $3,793 and $14,827 , respectively. The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements. |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 12 Months Ended |
Sep. 30, 2016 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | Cyclone Northcote Total Current Assets and Other, net of cash acquired $ 21,116 $ 7,398 $ 28,514 PP&E 488 1,385 1,873 Goodwill 13,587 11,254 24,841 Amortizable intangible assets 11,608 6,098 17,706 Indefinite life intangible assets 3,548 3,121 6,669 Total assets acquired $ 50,347 $ 29,256 $ 79,603 Total liabilities assumed (10,822 ) (7,475 ) $ (18,297 ) Net assets acquired $ 39,525 $ 21,781 $ 61,306 |
Schedule of Intangible Assets and Goodwill | The amounts assigned to major intangible asset classifications, none of which are tax deductible, are as follows: Cyclone Northcote Total Amortization Goodwill $ 13,587 $ 11,254 $ 24,841 N/A Trade names 3,548 3,121 6,669 Indefinite Customer relationships 11,608 6,098 17,706 25 $ 28,743 $ 20,473 $ 49,216 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 12 Months Ended |
Sep. 30, 2016 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current | The following table details the components of inventory: At September 30, At September 30, Raw materials and supplies $ 81,345 $ 91,973 Work in process 75,852 70,811 Finished goods 151,672 163,025 Total $ 308,869 $ 325,809 |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 12 Months Ended |
Sep. 30, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | The following table details the components of property, plant and equipment, net: At September 30, At September 30, Land, building and building improvements $ 138,204 $ 131,546 Machinery and equipment 804,280 747,194 Leasehold improvements 51,015 47,465 993,499 926,205 Accumulated depreciation and amortization (588,095 ) (546,233 ) Total $ 405,404 $ 379,972 |
GOODWILL AND OTHER INTANGIBLES
GOODWILL AND OTHER INTANGIBLES (Tables) | 12 Months Ended |
Sep. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The following table provides changes in carrying value of goodwill by segment through the year ended September 30, 2016 : At September 30, Foreign currency translation adjustments September 30, Foreign currency translation adjustments September 30, Home & Building Products $ 290,661 $ (4,836 ) $ 285,825 $ 1,792 $ 287,617 Telephonics 18,545 — 18,545 — 18,545 PPC 64,905 (13,034 ) 51,871 3,152 55,023 Total $ 374,111 $ (17,870 ) $ 356,241 $ 4,944 $ 361,185 |
Schedule Of Identifiable Intangible Assets | The following table provides the gross carrying value and accumulated amortization for each major class of intangible asset: At September 30, 2016 At September 30, 2015 Gross Carrying Amount Accumulated Amortization Average Life (Years) Gross Carrying Amount Accumulated Amortization Customer relationships $ 170,652 $ 47,217 25 $ 168,560 $ 39,755 Unpatented technology 6,073 4,060 12.5 6,107 3,525 Total amortizable intangible assets 176,725 51,277 174,667 43,280 Trademarks 85,151 — 82,450 — Total intangible assets $ 261,876 $ 51,277 $ 257,117 $ 43,280 |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 12 Months Ended |
Sep. 30, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Disposal Groups, Including Discontinued Operations, Income Statement, Balance Sheet and Additional Disclosures | The following amounts related primarily to the Installation Services segment have been segregated from Griffon’s continuing operations and are reported as assets and liabilities of discontinued operations in the consolidated balance sheets: At September 30, At September 30, Assets of discontinued operations: Prepaid and other current assets $ 219 $ 236 Other long-term assets 1,968 3,255 Total assets of discontinued operations $ 2,187 $ 3,491 Liabilities of discontinued operations: Accrued liabilities, current $ 1,684 $ 2,229 Other long-term liabilities 1,706 3,379 Total liabilities of discontinued operations $ 3,390 $ 5,608 |
ACCRUED LIABILITIES (Tables)
ACCRUED LIABILITIES (Tables) | 12 Months Ended |
Sep. 30, 2016 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | The following table details the components of accrued liabilities: At September 30, At September 30, Compensation $ 44,781 $ 53,805 Interest 4,011 3,395 Warranties and rebates 6,187 6,501 Insurance 13,374 12,401 Rent, utilities and freight 2,555 2,094 Income and other taxes 13,226 8,312 Marketing and advertising 1,961 1,809 Restructuring 3,491 481 Other 14,008 12,406 Total $ 103,594 $ 101,204 |
RESTRUCTURING AND OTHER RELAT37
RESTRUCTURING AND OTHER RELATED CHARGES (Tables) | 12 Months Ended |
Sep. 30, 2016 | |
Restructuring and Related Activities [Abstract] | |
Schedule Of Restructuring And Other Related Charges | A summary of the restructuring and other related charges included in the line item “Restructuring and other related charges” in the Consolidated Statements of Operations recognized for 2016 was as follows: Workforce Reduction Facilities & Exit Costs Other Related Costs Non-cash Facility and Other Total Amounts incurred in the year ended: September 30, 2016 $ 3,337 $ 659 $ 1,073 $ 831 $ 5,900 |
Schedule of Restructuring Reserve by Type of Cost | The activity in the restructuring accrual recorded in Accrued liabilities consisted of the following: Workforce Reduction Facilities & Exit Costs Other Related Costs Total Accrued liability at September 30, 2015 $ 481 $ — $ — $ 481 Charges 3,337 659 1,073 5,069 Payments (1,331 ) (659 ) (69 ) (2,059 ) Accrued liability at September 30, 2016 $ 2,487 $ — $ 1,004 $ 3,491 |
WARRANTY LIABILITY (Tables)
WARRANTY LIABILITY (Tables) | 12 Months Ended |
Sep. 30, 2016 | |
Product Warranties Disclosures [Abstract] | |
Schedule of Product Warranty Liability | Changes in Griffon’s warranty liability, included in Accrued liabilities, were as follows: Years Ended September 30, 2016 2015 Balance, beginning of period $ 6,040 $ 6,044 Warranties issued and changes in estimated pre-existing warranties 6,501 7,959 Actual warranty costs incurred (6,219 ) (7,963 ) Balance, end of period $ 6,322 $ 6,040 |
NOTES PAYABLE, CAPITALIZED LE39
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Tables) | 12 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments for Capital Leases | The present value of the net minimum payments on capitalized leases as of September 30, 2016 was follows: At September 30, Total minimum lease payments $ 9,250 Less amount representing interest payments (1,359 ) Present value of net minimum lease payments 7,891 Current portion (1,566 ) Capitalized lease obligation, less current portion $ 6,325 |
Schedule of Debt | ) On May 18, 2016, in an unregistered offering through a private placement under Rule 144A, Griffon completed the add-on offering of $125,000 principal amount of its 5.25% senior notes due 2022, at 98.76% of par, to Griffon's previous issuance of $600,000 5.25% senior notes due in 2022 , at par, which was completed on February 27, 2014 (collectively the “Senior Notes”). As of May 18, 2016, outstanding Senior Notes due totaled $725,000 ; interest is payable semi-annually on March 1 and September 1. The net proceeds of the add-on offering were used to pay down outstanding borrowings under Griffon's Revolving Credit Facility (the "Credit Agreement"). Proceeds from the $600,000 5.25% senior notes due in 2022 were used to redeem $550,000 of 7.125% senior notes due 2018, to pay a call and tender offer premium of $31,530 and to make interest payments of $16,716 , with the balance used to pay a portion of the related transaction fees and expenses. In connection with the issuance of the Senior Notes, all obligations under the $550,000 of 7.125% senior notes due in 2018 were discharged. The Senior Notes are senior unsecured obligations of Griffon guaranteed by certain domestic subsidiaries, and subject to certain covenants, limitations and restrictions. On July 20, 2016 and June 18, 2014, Griffon exchanged all of the $125,000 and $600,000 Senior Notes, respectively, for substantially identical Senior Notes registered under the Securities Act of 1933 via an exchange offer. The fair value of the Senior Notes approximated $725,000 on September 30, 2016 based upon quoted market prices (level 1 inputs). In connection with the issuance and exchange of the $125,000 senior notes, Griffon capitalized $3,016 of underwriting fees and other expenses in the quarter, which will amortize over the term of such notes; Griffon capitalized $10,313 in connection with the previously issued $600,000 senior notes. Furthermore, in connection with the issuance of the previously issued $600,000 senior notes, Griffon recognized a loss on the early extinguishment of debt on the 7.125% senior notes aggregating $38,890 , comprised of the $31,530 tender offer premium, the write-off of $6,574 of remaining deferred financing fees and $786 of prepaid interest on defeased notes. (b) On March 22, 2016, Griffon amended its Revolving Credit Facility (“Credit Agreement”) to increase the credit facility from $250,000 to $350,000 , extend its maturity from March 13, 2020 to March 22, 2021, and modify certain other provisions of the facility. The facility includes a letter sub-facility with a limit of $50,000 and a multi-currency sub-facility of $50,000 . The Credit Agreement provides for same day borrowings of base rate loans. Borrowings under the Credit Agreement may be repaid and re-borrowed at any time, subject to final maturity of the facility or the occurrence or event of default under the Credit Agreement. Interest is payable on borrowings at either a LIBOR or base rate benchmark rate, in each case without a floor, plus an applicable margin, which adjusts based on financial performance. Current margins are 1.25% for base rate loans and 2.25% for LIBOR loans. The Credit Agreement has certain financial maintenance tests including a maximum total leverage ratio, a maximum senior secured leverage ratio and a minimum interest coverage ratio, as well as customary affirmative and negative covenants and events of default. The negative covenants place limits on Griffon's ability to, among other things, incur indebtedness, incur liens, and make restricted payments and investments. Borrowings under the Credit Agreement are guaranteed by Griffon’s material domestic subsidiaries and are secured, on a first priority basis, by substantially all domestic assets of the Company and the guarantors, and a pledge of not greater than 65% of the equity interest in Griffon’s material, first-tier foreign subsidiaries (except that a lien on the assets of Griffon’s material domestic subsidiaries securing a limited amount of the debt under the credit agreement relating to Griffon's Employee Stock Ownership Plan ("ESOP") ranks pari passu with the lien granted on such assets under the Credit Agreement; see footnote (d) below). At September 30, 2016 , there were no outstanding borrowings and standby letters of credit were $16,275 under the Credit Agreement; $333,725 was available, subject to certain loan covenants, for borrowing at that date. (c) On December 21, 2009, Griffon issued $100,000 principal of 4% convertible subordinated notes due 2017 (the “2017 Notes”). As of September 30, 2016, the current conversion rate of the 2017 Notes was 70.1632 shares of Griffon’s common stock per $1 principal amount of notes, corresponding to a conversion price of $14.25 per share. Since July 15, 2016, any holder has had the option to convert such holder's notes. Under the terms of the 2017 Notes, Griffon has the right to settle the conversion of the 2017 Notes in cash, stock or a combination of cash and stock. On July 14, 2016, Griffon announced that it will settle, upon conversion, up to $125,000 of the conversion value of the 2017 Notes in cash, with amounts in excess of $125,000 , if any, to be settled in shares of Griffon common stock. At both September 30, 2016 and 2015 , the 2017 Notes had a capital in excess of par component, net of tax, of $15,720 . The fair value of the 2017 Notes approximated $121,563 on September 30, 2016 based upon quoted market prices (level 1 inputs). These notes are classified as long term debt as Griffon has the intent and ability to refinance the principal amount of the notes, including with borrowings under the Credit Agreement. On November 14, 2016, Griffon adjusted the conversion rate of the 2017 Notes to 70.5867 shares of Griffon's common stock per $1 principal amount of notes, corresponding to a conversion price of $14.17 per share. This adjustment was made as a result of dividends paid the last two quarters; Griffon was not required to give effect to this adjustment prior to November 14, 2016 (the forty-second trading day prior to maturity), because the cumulative increase since the prior time the conversion rate was adjusted was less than 1% . The conversion rate will be further adjusted for any dividends declared after November 14, 2016 for which the ex-dividend date is prior to maturity. (d) In September 2015 and March 2016, Griffon entered into mortgage loans in the amount of $32,280 and $8,000 , respectively. The mortgage loans are secured by four properties occupied by Griffon's subsidiaries. The loans mature in September 2025 , and April 2018, respectively, are collateralized by the specific properties financed and are guaranteed by Griffon. The loans bear interest at a rate of LIBOR plus 1.50% . At September 30, 2016, $37,266 was outstanding, net of issuance costs. (e) In August 2016, Griffon’s ESOP entered into an agreement that refinanced the existing ESOP loan into a new Term Loan in the amount of $35,092 (the "Agreement"). The Agreement also provided for a Line Note with $10,908 available to purchase shares of Griffon common stock in the open market. The availability period for the Line Note runs through August 2017 at which point the outstanding balance under the Line Note will be combined with the Term Loan. The Term Loan and Line Note bear interest at LIBOR plus 2.50% . The Term Loan requires quarterly principal payments of $655 through September 30, 2016 and $569 thereafter, with a balloon payment due at maturity on March 22, 2020. The Term Loan is secured by shares purchased with the proceeds of the loan and with a lien on a specific amount of Griffon assets (which lien ranks pari passu with the lien granted on such assets under the Credit Agreement) and is guaranteed by Griffon. As of September 30, 2016 , $34,150 , net of issuance costs, was outstanding under the Term Loan. Subsequent to September 30, 2016 and through November 11, 2016, Griffon's ESOP purchased 548,912 shares of common stock for a total of $9,213 or $16.78 per share. The remaining amount available on the authorization is $1,695 . (f) In October 2006, CBP entered into a capital lease totaling $14,290 for real estate in Troy, Ohio. The lease matures in 2022 , bears interest at a fixed rate of 5.0% , is secured by a mortgage on the real estate and is guaranteed by Griffon. As of September 30, 2016, $6,316 was outstanding, net of issuance costs. (g) In September 2015, Clopay Europe GmbH (“Clopay Europe”) entered into a EUR 5,000 ( $5,612 as of September 30, 2016 ) revolving credit facility and a EUR 15,000 term loan. The term loan is payable in twelve quarterly installments of EUR 1,250 , bears interest at a fixed rate of 2.5% and matures in September 2018. The revolving facility matures in September 2017, but is renewable upon mutual agreement with the bank. The revolving credit facility accrues interest at EURIBOR plus 1.75% per annum ( 1.75% at September 30, 2016). The revolver and the term loan are both secured by substantially all of the assets of Clopay Europe and its subsidiaries. Griffon guarantees the revolving facility and term loan. The term loan had an outstanding balance of EUR 10,000 ( $11,223 at September 30, 2016 ) and the revolver had no borrowings outstanding at September 30, 2016 . Clopay Europe is required to maintain a certain minimum equity to assets ratio and is subject to a maximum debt leverage ratio (defined as the ratio of total debt to EBITDA). Clopay do Brasil maintains lines of credit of approximately R $12,800 ( $3,944 as of September 30, 2016 ). Interest on borrowings accrues at a rate of Brazilian CDI plus 6.0% ( 20.13% at September 30, 2016 ). As of September 30, 2016 , there was approximately R $7,147 ( $2,202 as of September 30, 2016) borrowed under the lines. PPC guarantees the loan and lines. In November 2012, Garant G.P. (“Garant”) entered into a CAD 15,000 ( $11,457 as of September 30, 2016) revolving credit facility. The facility accrues interest at LIBOR (USD) or the Bankers Acceptance Rate (CDN) plus 1.3% per annum ( 2.13% LIBOR USD and 2.12% Bankers Acceptance Rate CDN as of September 30, 2016 ). The revolving facility matures in October 2019. Garant is required to maintain a certain minimum equity. As of September 30, 2016 , there were CAD 5,090 ( $3,888 as of September 30, 2016) borrowed under the revolving credit facility with CAD 9,910 ( $7,569 as of September 30, 2016 ) available for borrowing. In July 2016, Griffon Australia and its Australian subsidiaries entered into an AUD 30,000 term loan and an AUD 10,000 revolver. The term loan refinanced two existing term loans and the revolver replaced two existing lines. The term loan requires quarterly principal payments of AUD 750 plus interest with a balloon payment of AUD 21,000 due upon maturity in June 2019, and accrues interest at Bank Bill Swap Bid Rate “BBSY” plus 2.25% per annum ( 4.20% at September 30, 2016 ). As of September 30, 2016 , the term had an outstanding balance of AUD 29,250 ( $22,446 as of September 30, 2016) on the term loans, net of issuance costs. The revolving facility matures in June 2017 but is renewable upon mutual agreement with the bank, and accrues interest at BBSY plus 2.0% per annum ( 3.67% at September 30, 2016). The revolver had an outstanding balance of AUD 7,000 ( $5,372 at September 30, 2016). The revolver and the term loan are both secured by substantially all of the assets of Griffon Australia and its subsidiaries. Griffon guarantees the term loan. Griffon Australia is required to maintain a certain minimum equity level and is subject to a maximum leverage ratio and a minimum fixed charges cover ratio. (h) Other long-term debt primarily consists of a loan with the Pennsylvania Industrial Development Authority with the balance consisting of capital leases. Debt at September 30, 2016 and 2015 consisted of the following: At September 30, 2016 Outstanding Balance Original Issuer Discount Capitalized Fees & Expenses Balance Sheet Coupon Interest Rate Senior note due 2022 (a) $ 725,000 (1,447 ) $ (9,799 ) $ 713,754 5.25 % Revolver due 2020 (b) — — (2,425 ) (2,425 ) n/a Convert. debt due 2017 (c) 100,000 (1,248 ) (148 ) 98,604 4.00 % Real estate mortgages (d) 37,861 — (595 ) 37,266 n/a ESOP Loans (e) 34,387 — (237 ) 34,150 n/a Capital lease - real estate (f) 6,447 — (131 ) 6,316 5.00 % Non U.S. lines of credit (g) 11,462 (1 ) 11,461 n/a Non U.S. term loans (g) 33,669 — (247 ) 33,422 n/a Other long term debt (h) 4,030 — (20 ) 4,010 n/a Totals 952,856 (2,695 ) (13,603 ) 936,558 less: Current portion (22,644 ) — — (22,644 ) Long-term debt $ 930,212 $ (2,695 ) $ (13,603 ) $ 913,914 At September 30, 2015 Outstanding Balance Original Issuer Discount Capitalized Balance Sheet Coupon Interest Rate Senior notes due 2022 (a) $ 600,000 $ — $ (8,264 ) $ 591,736 5.25 % Revolver due 2020 (b) 35,000 — (2,049 ) 32,951 n/a Convert. debt due 2017 (c) 100,000 (5,594 ) (571 ) 93,835 4.00 % Real estate mortgages (d) 32,280 — (470 ) 31,810 n/a ESOP Loans (e) 36,744 — (224 ) 36,520 n/a Capital lease - real estate (f) 7,524 — (156 ) 7,368 5.00 % Non U.S. lines of credit (g) 8,934 — (3 ) 8,931 n/a Non U.S. term loans (g) 39,142 — (299 ) 38,843 n/a Other long term debt (h) 1,575 — — 1,575 Totals 861,199 (5,594 ) (12,036 ) 843,569 less: Current portion (16,593 ) — — (16,593 ) Long-term debt $ 844,606 $ (5,594 ) $ (12,036 ) $ 826,976 |
Schedule of Interest Expense For Long Term Debt | Interest expense consists of the following for the years ended September 30, 2016 , 2015 and 2014 . Year Ended September 30, 2016 Effective Interest Rate Cash Interest Amort. Debt Discount Amort. Deferred Cost & Other Fees Total Interest Expense Senior notes due 2022 (a) 5.48 % 33,906 103 1,481 35,490 Revolver due 2018 (b) n/a 2,564 — 512 3,076 Convert. debt due 2017 (c) 9.0 % 4,000 4,346 443 8,789 Real estate mortgages (d) 2.2 % 695 — 82 777 ESOP Loans (e) 3.1 % 1,090 — 236 1,326 Capital lease - real estate (f) 5.5 % 353 — 25 378 Non U.S. lines of credit (g) n/a 950 — 91 1,041 Non U.S. term loans (g) n/a 1,080 — 87 1,167 Other long term debt (h) n/a 283 9 292 Capitalized interest (1,082 ) (1,082 ) Totals $ 43,839 $ 4,449 $ 2,966 $ 51,254 Year Ended September 30, 2015 Effective Interest Rate Cash Interest Amort. Debt Discount Amort. Deferred Cost & Other Fees Total Interest Expense Senior notes due 2022 (a) 5.46 % 31,500 — 1,289 32,789 Revolver due 2018 (b) n/a 2,301 — 520 2,821 Convert. debt due 2017 (c) 9.1 % 4,000 3,989 444 8,433 Real estate mortgages (d) 3.8 % 468 — 576 1,044 ESOP Loans (e) 2.9 % 1,025 — 69 1,094 Capital lease - real estate (f) 5.3 % 405 — 25 430 Non U.S. lines of credit (g) n/a 661 — — 661 Non U.S. term loan (g) n/a 1,335 — 57 1,392 Other long term debt (h) 166 — 13 179 Capitalized interest (670 ) — — (670 ) Totals 41,191 3,989 2,993 48,173 Year Ended September 30, 2014 Effective Interest Rate Cash Interest Amort. Debt Discount Amort. Deferred Cost & Other Fees Total Interest Expense Senior notes due 2018 (a) 7.4 % $ 15,930 $ — $ 667 $ 16,597 Senior notes due 2022 (a) 5.25 % 18,550 759 19,309 Revolver due 2018 (b) n/a 1,094 — 570 1,664 Convert. debt due 2017 (c) 9.1 % 4,000 3,662 443 8,105 Real estate mortgages (d) 3.9 % 500 — 144 644 ESOP Loans (e) 2.8 % 747 — 54 801 Capital lease - real estate (f) 5.3 % 456 — 25 481 Non U.S. lines of credit (g) n/a 919 — 27 946 Non U.S. term loan (g) n/a 847 — 36 883 Other long term debt (h) 70 — 40 110 Capitalized interest (1,093 ) — — (1,093 ) Totals $ 42,020 $ 3,662 $ 2,765 $ 48,447 Minimum payments under debt agreements for the next five years are as follows: $22,644 in 2017 , $21,378 in 2018 , $23,934 in 2019 , $34,957 in 2020 , $103,895 in 2021 and $746,048 thereafter. (a) On May 18, 2016, in an unregistered offering through a private placement under Rule 144A, Griffon completed the add-on offering of $125,000 principal amount of its 5.25% senior notes due 2022, at 98.76% of par, to Griffon's previous issuance of $600,000 5.25% senior notes due in 2022 , at par, which was completed on February 27, 2014 (collectively the “Senior Notes”). As of May 18, 2016, outstanding Senior Notes due totaled $725,000 ; interest is payable semi-annually on March 1 and September 1. The net proceeds of the add-on offering were used to pay down outstanding borrowings under Griffon's Revolving Credit Facility (the "Credit Agreement"). Proceeds from the $600,000 5.25% senior notes due in 2022 were used to redeem $550,000 of 7.125% senior notes due 2018, to pay a call and tender offer premium of $31,530 and to make interest payments of $16,716 , with the balance used to pay a portion of the related transaction fees and expenses. In connection with the issuance of the Senior Notes, all obligations under the $550,000 of 7.125% senior notes due in 2018 were discharged. The Senior Notes are senior unsecured obligations of Griffon guaranteed by certain domestic subsidiaries, and subject to certain covenants, limitations and restrictions. On July 20, 2016 and June 18, 2014, Griffon exchanged all of the $125,000 and $600,000 Senior Notes, respectively, for substantially identical Senior Notes registered under the Securities Act of 1933 via an exchange offer. The fair value of the Senior Notes approximated $725,000 on September 30, 2016 based upon quoted market prices (level 1 inputs). In connection with the issuance and exchange of the $125,000 senior notes, Griffon capitalized $3,016 of underwriting fees and other expenses in the quarter, which will amortize over the term of such notes; Griffon capitalized $10,313 in connection with the previously issued $600,000 senior notes. Furthermore, in connection with the issuance of the previously issued $600,000 senior notes, Griffon recognized a loss on the early extinguishment of debt on the 7.125% senior notes aggregating $38,890 , comprised of the $31,530 tender offer premium, the write-off of $6,574 of remaining deferred financing fees and $786 of prepaid interest on defeased notes. (b) On March 22, 2016, Griffon amended its Revolving Credit Facility (“Credit Agreement”) to increase the credit facility from $250,000 to $350,000 , extend its maturity from March 13, 2020 to March 22, 2021, and modify certain other provisions of the facility. The facility includes a letter sub-facility with a limit of $50,000 and a multi-currency sub-facility of $50,000 . The Credit Agreement provides for same day borrowings of base rate loans. Borrowings under the Credit Agreement may be repaid and re-borrowed at any time, subject to final maturity of the facility or the occurrence or event of default under the Credit Agreement. Interest is payable on borrowings at either a LIBOR or base rate benchmark rate, in each case without a floor, plus an applicable margin, which adjusts based on financial performance. Current margins are 1.25% for base rate loans and 2.25% for LIBOR loans. The Credit Agreement has certain financial maintenance tests including a maximum total leverage ratio, a maximum senior secured leverage ratio and a minimum interest coverage ratio, as well as customary affirmative and negative covenants and events of default. The negative covenants place limits on Griffon's ability to, among other things, incur indebtedness, incur liens, and make restricted payments and investments. Borrowings under the Credit Agreement are guaranteed by Griffon’s material domestic subsidiaries and are secured, on a first priority basis, by substantially all domestic assets of the Company and the guarantors, and a pledge of not greater than 65% of the equity interest in Griffon’s material, first-tier foreign subsidiaries (except that a lien on the assets of Griffon’s material domestic subsidiaries securing a limited amount of the debt under the credit agreement relating to Griffon's Employee Stock Ownership Plan ("ESOP") ranks pari passu with the lien granted on such assets under the Credit Agreement; see footnote (d) below). At September 30, 2016 , there were no outstanding borrowings and standby letters of credit were $16,275 under the Credit Agreement; $333,725 was available, subject to certain loan covenants, for borrowing at that date. (c) On December 21, 2009, Griffon issued $100,000 principal of 4% convertible subordinated notes due 2017 (the “2017 Notes”). As of September 30, 2016, the current conversion rate of the 2017 Notes was 70.1632 shares of Griffon’s common stock per $1 principal amount of notes, corresponding to a conversion price of $14.25 per share. Since July 15, 2016, any holder has had the option to convert such holder's notes. Under the terms of the 2017 Notes, Griffon has the right to settle the conversion of the 2017 Notes in cash, stock or a combination of cash and stock. On July 14, 2016, Griffon announced that it will settle, upon conversion, up to $125,000 of the conversion value of the 2017 Notes in cash, with amounts in excess of $125,000 , if any, to be settled in shares of Griffon common stock. At both September 30, 2016 and 2015 , the 2017 Notes had a capital in excess of par component, net of tax, of $15,720 . The fair value of the 2017 Notes approximated $121,563 on September 30, 2016 based upon quoted market prices (level 1 inputs). These notes are classified as long term debt as Griffon has the intent and ability to refinance the principal amount of the notes, including with borrowings under the Credit Agreement. On November 14, 2016, Griffon adjusted the conversion rate of the 2017 Notes to 70.5867 shares of Griffon's common stock per $1 principal amount of notes, corresponding to a conversion price of $14.17 per share. This adjustment was made as a result of dividends paid the last two quarters; Griffon was not required to give effect to this adjustment prior to November 14, 2016 (the forty-second trading day prior to maturity), because the cumulative increase since the prior time the conversion rate was adjusted was less than 1% . The conversion rate will be further adjusted for any dividends declared after November 14, 2016 for which the ex-dividend date is prior to maturity. (d) In September 2015 and March 2016, Griffon entered into mortgage loans in the amount of $32,280 and $8,000 , respectively. The mortgage loans are secured by four properties occupied by Griffon's subsidiaries. The loans mature in September 2025 , and April 2018, respectively, are collateralized by the specific properties financed and are guaranteed by Griffon. The loans bear interest at a rate of LIBOR plus 1.50% . At September 30, 2016, $37,266 was outstanding, net of issuance costs. (e) In August 2016, Griffon’s ESOP entered into an agreement that refinanced the existing ESOP loan into a new Term Loan in the amount of $35,092 (the "Agreement"). The Agreement also provided for a Line Note with $10,908 available to purchase shares of Griffon common stock in the open market. The availability period for the Line Note runs through August 2017 at which point the outstanding balance under the Line Note will be combined with the Term Loan. The Term Loan and Line Note bear interest at LIBOR plus 2.50% . The Term Loan requires quarterly principal payments of $655 through September 30, 2016 and $569 thereafter, with a balloon payment due at maturity on March 22, 2020. The Term Loan is secured by shares purchased with the proceeds of the loan and with a lien on a specific amount of Griffon assets (which lien ranks pari passu with the lien granted on such assets under the Credit Agreement) and is guaranteed by Griffon. As of September 30, 2016 , $34,150 , net of issuance costs, was outstanding under the Term Loan. Subsequent to September 30, 2016 and through November 11, 2016, Griffon's ESOP purchased 548,912 shares of common stock for a total of $9,213 or $16.78 per share. The remaining amount available on the authorization is $1,695 . (f) In October 2006, CBP entered into a capital lease totaling $14,290 for real estate in Troy, Ohio. The lease matures in 2022 , bears interest at a fixed rate of 5.0% , is secured by a mortgage on the real estate and is guaranteed by Griffon. As of September 30, 2016, $6,316 was outstanding, net of issuance costs. (g) In September 2015, Clopay Europe GmbH (“Clopay Europe”) entered into a EUR 5,000 ( $5,612 as of September 30, 2016 ) revolving credit facility and a EUR 15,000 term loan. The term loan is payable in twelve quarterly installments of EUR 1,250 , bears interest at a fixed rate of 2.5% and matures in September 2018. The revolving facility matures in September 2017, but is renewable upon mutual agreement with the bank. The revolving credit facility accrues interest at EURIBOR plus 1.75% per annum ( 1.75% at September 30, 2016). The revolver and the term loan are both secured by substantially all of the assets of Clopay Europe and its subsidiaries. Griffon guarantees the revolving facility and term loan. The term loan had an outstanding balance of EUR 10,000 ( $11,223 at September 30, 2016 ) and the revolver had no borrowings outstanding at September 30, 2016 . Clopay Europe is required to maintain a certain minimum equity to assets ratio and is subject to a maximum debt leverage ratio (defined as the ratio of total debt to EBITDA). Clopay do Brasil maintains lines of credit of approximately R $12,800 ( $3,944 as of September 30, 2016 ). Interest on borrowings accrues at a rate of Brazilian CDI plus 6.0% ( 20.13% at September 30, 2016 ). As of September 30, 2016 , there was approximately R $7,147 ( $2,202 as of September 30, 2016) borrowed under the lines. PPC guarantees the loan and lines. In November 2012, Garant G.P. (“Garant”) entered into a CAD 15,000 ( $11,457 as of September 30, 2016) revolving credit facility. The facility accrues interest at LIBOR (USD) or the Bankers Acceptance Rate (CDN) plus 1.3% per annum ( 2.13% LIBOR USD and 2.12% Bankers Acceptance Rate CDN as of September 30, 2016 ). The revolving facility matures in October 2019. Garant is required to maintain a certain minimum equity. As of September 30, 2016 , there were CAD 5,090 ( $3,888 as of September 30, 2016) borrowed under the revolving credit facility with CAD 9,910 ( $7,569 as of September 30, 2016 ) available for borrowing. In July 2016, Griffon Australia and its Australian subsidiaries entered into an AUD 30,000 term loan and an AUD 10,000 revolver. The term loan refinanced two existing term loans and the revolver replaced two existing lines. The term loan requires quarterly principal payments of AUD 750 plus interest with a balloon payment of AUD 21,000 due upon maturity in June 2019, and accrues interest at Bank Bill Swap Bid Rate “BBSY” plus 2.25% per annum ( 4.20% at September 30, 2016 ). As of September 30, 2016 , the term had an outstanding balance of AUD 29,250 ( $22,446 as of September 30, 2016) on the term loans, net of issuance costs. The revolving facility matures in June 2017 but is renewable upon mutual agreement with the bank, and accrues interest at BBSY plus 2.0% per annum ( 3.67% at September 30, 2016). The revolver had an outstanding balance of AUD 7,000 ( $5,372 at September 30, 2016). The revolver and the term loan are both secured by substantially all of the assets of Griffon Australia and its subsidiaries. Griffon guarantees the term loan. Griffon Australia is required to maintain a certain minimum equity level and is subject to a maximum leverage ratio and a minimum fixed charges cover ratio. (h) Other long-term debt primarily consists of a loan with the Pennsylvania Industrial Development Authority with the balance consisting of capital leases. |
EMPLOYEE BENEFIT PLANS (Tables)
EMPLOYEE BENEFIT PLANS (Tables) | 12 Months Ended |
Sep. 30, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
Schedule of Net Benefit Costs | Net periodic costs (benefits) were as follows: Defined Benefits for the Years Ended September 30, Supplemental Benefits for the Years Ended September 30, 2016 2015 2014 2016 2015 2014 Net periodic (benefits) costs: Service cost $ — $ — $ 22 $ — $ — $ — Interest cost 5,465 7,526 8,205 1,243 1,302 1,497 Expected return on plan assets (10,934 ) (11,728 ) (11,309 ) — — — Amortization of: Prior service costs 1 1 1 19 16 14 Actuarial loss 1,131 1,008 885 1,224 1,157 1,034 Total net periodic (benefits) costs $ (4,337 ) $ (3,193 ) $ (2,196 ) $ 2,486 $ 2,475 $ 2,545 |
Schedule of Assumptions Used | The weighted-average assumptions used in determining the net periodic (benefits) costs were as follows: Defined Benefits for the Years Ended September 30, Supplemental Benefits for the Years Ended September 30, 2016 2015 2014 2016 2015 2014 Discount rate 3.42 % 3.98 % 4.49 % 2.86 % 3.50 % 4.09 % Average wage increase — % — % 0.15 % — % — % — % Expected return on assets 7.50 % 8.00 % 8.00 % — — — |
Schedule Of Plan Assets And Benefit Obligation Of Defined Benefit Plan | Plan assets and benefit obligation of the defined and supplemental benefit plans were as follows: Defined Benefits at September 30, Supplemental Benefits at September 30, 2016 2015 2016 2015 Change in benefit obligation: Benefit obligation at beginning of fiscal year $ 184,846 $ 194,327 $ 37,305 $ 38,207 Interest cost 5,465 7,526 1,243 1,302 Benefits paid (10,460 ) (10,300 ) (4,060 ) (4,082 ) Actuarial (gain) loss 9,305 (6,707 ) 1,286 1,878 Benefit obligation at end of fiscal year 189,156 184,846 35,774 37,305 Change in plan assets: Fair value of plan assets at beginning of fiscal year 144,625 154,966 — — Actual return on plan assets 10,151 (1,711 ) — — Company contributions — 1,670 4,060 4,082 Benefits paid (10,460 ) (10,300 ) (4,060 ) (4,082 ) Fair value of plan assets at end of fiscal year 144,316 144,625 — — Projected benefit obligation in excess of plan assets $ (44,840 ) $ (40,221 ) $ (35,774 ) $ (37,305 ) Amounts recognized in the statement of financial position consist of: Accrued liabilities $ — $ — $ (4,030 ) $ (4,056 ) Other liabilities (long-term) (44,840 ) (40,221 ) (31,744 ) (33,249 ) Total Liabilities (44,840 ) (40,221 ) (35,774 ) (37,305 ) Net actuarial losses 38,115 29,158 21,195 21,139 Prior service cost 1 2 56 71 Deferred taxes (13,341 ) (10,206 ) (7,438 ) (7,423 ) Total Accumulated other comprehensive loss, net of tax 24,775 18,954 13,813 13,787 Net amount recognized at September 30, $ (20,065 ) $ (21,267 ) $ (21,961 ) $ (23,518 ) Accumulated benefit obligations $ 189,156 $ 184,846 $ 35,774 $ 37,305 Information for plans with accumulated benefit obligations in excess of plan assets: ABO $ 189,156 $ 184,846 $ 35,774 $ 37,305 PBO 189,156 184,846 35,774 37,305 Fair value of plan assets 144,316 144,625 — — |
Schedule Of Weighted Average Assumptions Used in Defined And Supplemental Benefit Obligations | The weighted-average assumptions used in determining the benefit obligations were as follows: Defined Benefits at September 30, Supplemental Benefits at September 30, 2016 2015 2016 2015 Weighted average discount rate 3.42 % 3.94 % 2.86 % 3.52 % Weighted average wage increase — % — % — % — % |
Schedule Of Actual And Weighted Average Assets Allocation for Qualified Benefit plans | The actual and weighted-average asset allocation for qualified benefit plans were as follows: At September 30, 2016 2015 Target Cash and equivalents 18.0 % 1.0 % — % Equity securities 57.7 % 52.7 % 63.0 % Fixed income 19.3 % 41.0 % 37.0 % Other 5.0 % 5.3 % — % Total 100.0 % 100.0 % 100.0 % |
Schedule of Expected Benefit Payments | Estimated future benefit payments to retirees, which reflect expected future service, are as follows: For the years ending September 30, Defined Benefits Supplemental Benefits 2017 $ 10,735 $ 4,060 2018 10,773 4,030 2019 10,861 3,821 2020 11,007 3,636 2021 11,141 3,442 2022 through 2026 55,439 12,927 |
Schedule Of Fair Value Of Pension And Post Retirement Plan Assets By Asset Category | The following table presents the fair values of Griffon’s pension and post-retirement plan assets by asset category: At September 30, 2016 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Cash and equivalents $ 26,008 $ — $ — $ 26,008 Short-term investment funds — — — — Government agency securities — — — — Debt instruments 14,122 — — 14,122 Equity securities 44,759 — — 44,759 Commingled funds — 53,703 — 53,703 Limited partnerships and hedge fund investments — 5,724 — 5,724 Total $ 84,889 $ 59,427 $ — $ 144,316 At September 30, 2015 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Cash and equivalents $ 1,370 $ — $ — $ 1,370 Debt instruments 14,291 — — 14,291 Equity securities 44,742 — — 44,742 Commingled funds — 78,490 — 78,490 Limited partnerships and hedge fund investments — 5,732 — 5,732 Total $ 60,403 $ 84,222 $ — $ 144,625 |
Employee Stock Ownership Plan (ESOP) Disclosures | The ESOP shares were as follows: At September 30, 2016 2015 Allocated shares 2,596,016 2,479,776 Unallocated shares 2,784,579 3,037,831 5,380,595 5,517,607 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule Of Income Loss From Continuing Operations Before Taxes | Income taxes have been based on the following components of Income before taxes: For the Years Ended September 30, 2016 2015 2014 Domestic $ 54,163 $ 54,515 $ (14,682 ) Non-U.S. (999 ) (879 ) 8,966 $ 53,164 $ 53,636 $ (5,716 ) |
Schedule of Components of Income Tax Expense (Benefit) | Provision (benefit) for income taxes on income was comprised of the following: For the Years Ended September 30, 2016 2015 2014 Current $ 15,072 $ 17,215 $ (408 ) Deferred 8,082 2,132 (5,131 ) Total $ 23,154 $ 19,347 $ (5,539 ) U.S. Federal $ 14,261 $ 16,937 $ (6,486 ) State and local 3,482 3,215 (291 ) Non-U.S. 5,411 (805 ) 1,238 Total provision $ 23,154 $ 19,347 $ (5,539 ) |
Schedule of Effective Income Tax Rate Reconciliation | Differences between the effective income tax rate applied to Income and U.S. Federal income statutory rate were as follows: For the Years Ended September 30, 2016 2015 2014 U.S. Federal income tax provision (benefit) rate 35.0 % 35.0 % (35.0 )% State and local taxes, net of Federal benefit 4.1 % 4.9 % 17.5 % Non-U.S. taxes 0.1 % (0.4 )% (35.8 )% Change in tax contingency reserves (3.7 )% 0.3 % (36.0 )% Repatriation of foreign earnings — % 0.9 % 4.7 % Change in valuation allowance 3.9 % (4.7 )% 4.5 % Non-deductible/non-taxable items, net 1.6 % (0.7 )% (3.4 )% Capitalized interest 1.9 % — % — % Research and U.S. foreign tax credits 4.8 % (0.5 )% (3.9 )% Deferred tax impact of state rate change — % — % (4.5 )% FASB adoption and other categories (4.1 )% — % — % Other — % 1.3 % (5.0 )% Effective tax provision (benefit) rate 43.6 % 36.1 % (96.9 )% |
Schedule of Deferred Tax Assets and Liabilities | The tax effect of temporary differences that give rise to future deferred tax assets and liabilities are as follows: At September 30, 2016 2015 Deferred tax assets: Bad debt reserves $ 2,156 $ 2,083 Inventory reserves 9,158 7,482 Deferred compensation (equity compensation and defined benefit plans) 39,866 38,169 Compensation benefits 5,770 6,186 Insurance reserve 3,285 3,079 Restructuring reserve 431 122 Warranty reserve 2,352 2,288 Net operating loss 31,732 24,089 Tax credits 3,573 6,704 Other reserves and accruals 4,238 5,206 102,561 95,408 Valuation allowance (12,832 ) (10,462 ) Total deferred tax assets 89,729 84,946 Deferred tax liabilities: Deferred income (3,389 ) (7,432 ) Goodwill and intangibles (72,907 ) (72,645 ) Property, plant and equipment (46,391 ) (35,382 ) Interest (496 ) (2,053 ) Other (551 ) (102 ) Total deferred tax liabilities (123,734 ) (117,614 ) Net deferred tax liabilities $ (34,005 ) $ (32,668 ) |
Schedule Of Components of Net Deferred Tax Asset Liability By Balance Sheet Account | The components of the net deferred tax liability, by balance sheet account, were as follows: At September 30, 2016 2015 Prepaid and other current assets $ — $ — Other assets 7,274 5,778 Current liabilities — — Other liabilities (41,925 ) (39,582 ) Assets of discontinued operations 646 1,136 Net deferred liability $ (34,005 ) $ (32,668 ) |
Schedule of Unrecognized Tax Benefits Roll Forward | The following is a roll forward of unrecognized tax benefits: Balance at September 30, 2014 $ 7,906 Additions based on tax positions related to the current year 645 Reductions based on tax positions related to prior years (252 ) Lapse of Statutes (448 ) Balance at September 30, 2015 7,851 Additions based on tax positions related to the current year 268 Reductions based on tax positions related to prior years (1,079 ) Lapse of Statutes (1,085 ) Balance at Balance at September 30, 2016 $ 5,955 |
STOCKHOLDERS' EQUITY AND EQUI42
STOCKHOLDERS' EQUITY AND EQUITY COMPENSATION (Tables) | 12 Months Ended |
Sep. 30, 2016 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan | The following table summarizes the Company’s compensation expense relating to all stock-based incentive plans: For the Years Ended September 30, 2016 2015 2014 Pre-tax compensation expense $ 10,136 $ 11,110 $ 11,473 Tax benefit (3,553 ) (4,000 ) (3,224 ) Total stock-based compensation expense, net of tax $ 6,583 $ 7,110 $ 8,249 |
Schedule of Share-based Compensation, Stock Options, Activity | A summary of stock option activity for the year ended September 30, 2016 is as follows: Options Shares Weighted Average Exercise Price Weighted Average Contractual Term (Years) Aggregated Outstanding and Exercisable at September 30, 2015 425,450 $ 20.86 Forfeited/Expired (69,450 ) 25.70 Outstanding and Exercisable at September 30, 2016 356,000 19.91 2.0 $ 13 |
Schedule Of Stock Options Range Of Exercises Prices Options Outstanding And Options Exercisable | Options Outstanding & Exercisable Range of Exercises Prices Shares Weighted Average Exercise Price Weighted Average Contractual Term (Years) $14.78 6,000 $ 14.78 0.8 $20.00 350,000 20.00 2.0 Totals 356,000 |
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity | A summary of restricted stock activity, inclusive of restricted stock units, for the year ended September 30, 2016 , is as follows: Shares Weighted Average Grant- Date Fair Value Unvested at September 30, 2015 3,400,035 $ 12.01 Granted 1,049,704 11.21 Vested (1,385,061 ) 17.30 Forfeited (196,158 ) 12.86 Unvested at September 30, 2016 2,868,520 12.10 |
EARNINGS (LOSS) PER SHARE (Tabl
EARNINGS (LOSS) PER SHARE (Tables) | 12 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | Basic and diluted EPS for the years ended September 30, 2016 , 2015 and 2014 were determined using the following information (in thousands): 2016 2015 2014 Weighted average shares outstanding - basic 41,074 44,608 49,367 Incremental shares from stock based compensation 2,326 2,011 — Convertible debt due 2017 709 320 — Weighted average shares outstanding - diluted 44,109 46,939 49,367 Anti-dilutive options excluded from diluted EPS computation 6 493 582 Anti-dilutive restricted stock excluded from diluted EPS computation — — 1,642 |
QUARTERLY FINANCIAL INFORMATI44
QUARTERLY FINANCIAL INFORMATION (UNAUDITED) (Tables) | 12 Months Ended |
Sep. 30, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Information | Quarterly results of operations for the years ended September 30, 2016 and 2015 were as follows: Quarter ended Revenue Gross Profit Net Income (loss) Per Share - Basic Per Share - Diluted 2016 December 31, 2015 $ 494,149 $ 116,105 $ 8,596 $ 0.20 $ 0.19 March 31, 2016 500,107 114,157 6,095 0.15 0.14 June 30, 2016 462,200 119,357 7,596 0.19 0.18 September 30, 2016 500,705 123,815 7,723 0.19 0.18 $ 1,957,161 $ 473,434 $ 30,010 $ 0.73 $ 0.68 2015 December 31, 2014 $ 502,160 $ 117,989 $ 7,471 $ 0.16 $ 0.04 March 31, 2015 500,020 114,375 5,122 0.11 0.11 June 30, 2015 511,694 123,489 10,893 0.25 0.23 September 30, 2015 502,158 119,925 10,803 0.25 0.24 $ 2,016,032 $ 475,778 $ 34,289 $ 0.77 $ 0.73 |
REPORTABLE SEGMENTS (Tables)
REPORTABLE SEGMENTS (Tables) | 12 Months Ended |
Sep. 30, 2016 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | Information on Griffon’s reportable segments is as follows: For the Years Ended September 30, REVENUE 2016 2015 2014 Home & Building Products: AMES $ 513,973 $ 535,881 $ 503,687 CBP 527,370 516,320 475,756 Home & Building Products 1,041,343 1,052,201 979,443 Telephonics 435,692 $ 431,090 $ 419,005 PPC 480,126 $ 532,741 $ 593,363 Total consolidated net sales $ 1,957,161 $ 2,016,032 $ 1,991,811 For the Years Ended September 30, INCOME (LOSS) BEFORE TAXES 2016 2015 2014 Segment operating profit: Home & Building Products $ 79,682 $ 58,883 $ 40,538 Telephonics 42,801 43,006 45,293 PPC 20,313 33,137 28,881 Total segment operating profit 142,796 135,026 114,712 Net interest expense (51,111 ) (47,872 ) (48,144 ) Unallocated amounts (38,521 ) (33,518 ) (33,394 ) Loss from debt extinguishment — — (38,890 ) Income (loss) before taxes $ 53,164 $ 53,636 $ (5,716 ) The following table provides a reconciliation of Segment adjusted EBITDA to Income (loss) before taxes and discontinued operations: For the Years Ended September 30, 2016 2015 2014 Segment adjusted EBITDA: Home & Building Products $ 114,949 $ 94,226 $ 77,171 Telephonics 53,385 53,028 57,525 PPC 50,079 57,103 56,291 Total Segment adjusted EBITDA 218,413 204,357 190,987 Net interest expense (51,111 ) (47,872 ) (48,144 ) Segment depreciation and amortization (69,717 ) (69,331 ) (66,978 ) Unallocated amounts (38,521 ) (33,518 ) (33,394 ) Loss from debt extinguishment — — (38,890 ) Restructuring charges (5,900 ) — (6,136 ) Acquisition costs — — (3,161 ) Income (loss) before taxes $ 53,164 $ 53,636 $ (5,716 ) For the Years Ended September 30, DEPRECIATION and AMORTIZATION 2016 2015 2014 Segment: Home & Building Products $ 35,267 $ 35,343 $ 31,580 Telephonics 10,584 10,022 7,988 PPC 23,866 23,966 27,410 Total segment depreciation and amortization 69,717 69,331 66,978 Corporate 491 469 418 Total consolidated depreciation and amortization $ 70,208 $ 69,800 $ 67,396 CAPITAL EXPENDITURES Segment: Home & Building Products $ 49,351 $ 38,896 $ 33,779 Telephonics 9,007 6,347 20,963 PPC 31,817 28,103 21,032 Total segment 90,175 73,346 75,774 Corporate 584 274 1,320 Total consolidated capital expenditures $ 90,759 $ 73,620 $ 77,094 |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | ASSETS At September 30, 2016 At September 30, 2015 At September 30, 2014 Segment assets: Home & Building Products $ 1,020,297 $ 1,034,032 $ 1,031,904 Telephonics 334,631 302,560 319,327 PPC 365,920 343,519 389,464 Total segment assets 1,720,848 1,680,111 1,740,695 Corporate 59,061 29,211 64,381 Total continuing assets 1,779,909 1,709,322 1,805,076 Assets of discontinued operations 2,187 3,491 3,750 Consolidated total $ 1,782,096 $ 1,712,813 $ 1,808,826 |
Schedule Of Segment Information By Geographic Region | Segment information by geographic region was as follows: For the Years Ended September 30, REVENUE BY GEOGRAPHIC AREA - DESTINATION 2016 2015 2014 United States $ 1,396,086 $ 1,383,775 $ 1,386,575 Europe 198,897 227,203 254,460 Canada 112,650 132,133 134,637 Australia 111,587 113,077 62,567 South America 72,813 87,759 105,691 All other countries 65,128 72,085 47,881 Consolidated revenue $ 1,957,161 $ 2,016,032 $ 1,991,811 For the Years Ended September 30, LONG-LIVED ASSETS BY GEOGRAPHIC AREA 2016 2015 2014 United States $ 466,266 $ 454,255 $ 439,737 Germany 64,316 66,367 74,457 Canada 35,984 36,449 42,374 Australia 26,196 22,136 28,155 All other countries 23,241 14,602 19,465 Consolidated property, plant and equipment, net $ 616,003 $ 593,809 $ 604,188 |
OTHER COMPREHENSIVE INCOME (L46
OTHER COMPREHENSIVE INCOME (LOSS) (Tables) | 12 Months Ended |
Sep. 30, 2016 | |
Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Comprehensive Income (Loss) | Total comprehensive income (loss) were as follows: For the Years Ended September 30, 2016 2015 2014 Net income (loss) $ 30,010 $ 34,289 $ (177 ) Other comprehensive income (loss), net of taxes 9,947 (61,124 ) (26,725 ) Comprehensive income (loss) $ 39,957 $ (26,835 ) $ (26,902 ) The amounts recognized in other comprehensive income (loss) were as follows: Years Ended September 30, 2016 2015 2014 Pre-tax Tax Net of tax Pre-tax Tax Net of tax Pre-tax Tax Net of tax Foreign currency translation adjustments $ 17,284 $ — $ 17,284 $ (56,358 ) $ — $ (56,358 ) $ (23,933 ) $ — $ (23,933 ) Pension and other defined benefit plans (8,694 ) 3,043 (5,651 ) (6,655 ) 2,329 (4,326 ) (6,061 ) 2,147 (3,914 ) Cash flow hedge (2,593 ) 907 (1,686 ) 662 (232 ) 430 386 (134 ) 252 Available-for-sale securities — — — (1,370 ) 500 (870 ) 1,370 (500 ) 870 Total other comprehensive income (loss) $ 5,997 $ 3,950 $ 9,947 $ (63,721 ) $ 2,597 $ (61,124 ) $ (28,238 ) $ 1,513 $ (26,725 ) |
Accumulated other comprehensive income | The components of Accumulated other comprehensive income (loss) are as follows: At September 30, 2016 2015 Foreign currency translation adjustments $ (42,894 ) $ (60,178 ) Pension and other defined benefit plans (37,343 ) (31,692 ) Cash flow hedge (1,004 ) 682 $ (81,241 ) $ (91,188 ) |
Reclassification out of Accumulated Other Comprehensive Income | Amounts reclassified from accumulated other comprehensive income (loss) to income (loss) were as follows: For the Years Ended September 30, Gain (Loss) 2016 2015 2014 Pension amortization $ (2,375 ) $ (2,182 ) $ (1,934 ) Available-for-sale securities — 1,370 — Cash flow hedges (752 ) 1,223 — Total before tax (3,127 ) 411 (1,934 ) Tax 225 (164 ) 677 Net of tax $ (2,902 ) $ 247 $ (1,257 ) |
CONSOLIDATING GUARANTOR AND N47
CONSOLIDATING GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION (Tables) | 12 Months Ended |
Sep. 30, 2016 | |
Consolidating Guarantor And Non Guarantor Financial Information [Abstract] | |
Condensed Balance Sheet | Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation CURRENT ASSETS Cash and equivalents $ 2,440 $ 10,671 $ 38,890 $ — $ 52,001 Accounts receivable, net of allowances — 178,830 61,772 (21,847 ) 218,755 Contract costs and recognized income not yet billed, net of progress payments — 103,879 16 — 103,895 Inventories, net — 257,929 67,880 — 325,809 Prepaid and other current assets 8,665 27,584 12,488 (8,479 ) 40,258 Assets of discontinued operations — — 236 — 236 Total Current Assets 11,105 578,893 181,282 (30,326 ) 740,954 PROPERTY, PLANT AND EQUIPMENT, net 1,108 286,854 92,010 — 379,972 GOODWILL — 284,875 71,366 — 356,241 INTANGIBLE ASSETS, net — 152,412 61,425 — 213,837 INTERCOMPANY RECEIVABLE 542,297 904,840 263,480 (1,710,617 ) — EQUITY INVESTMENTS IN SUBSIDIARIES 745,262 644,577 1,740,889 (3,130,728 ) — OTHER ASSETS 37,982 30,203 9,959 (59,590 ) 18,554 ASSETS OF DISCONTINUED OPERATIONS — — 3,255 — 3,255 Total Assets $ 1,337,754 $ 2,882,654 $ 2,423,666 $ (4,931,261 ) $ 1,712,813 CURRENT LIABILITIES Notes payable and current portion of long-term debt $ 2,202 $ 3,842 $ 10,549 $ — $ 16,593 Accounts payable and accrued liabilities 26,365 222,758 72,843 (20,951 ) 301,015 Liabilities of discontinued operations — — 2,229 — 2,229 Total Current Liabilities 28,567 226,600 85,621 (20,951 ) 319,837 LONG-TERM DEBT, net 752,839 17,116 57,021 — 826,976 INTERCOMPANY PAYABLES 76,477 831,345 775,120 (1,682,942 ) — OTHER LIABILITIES 49,346 126,956 28,428 (72,634 ) 132,096 LIABILITIES OF DISCONTINUED OPERATIONS — — 3,379 — 3,379 Total Liabilities 907,229 1,202,017 949,569 (1,776,527 ) 1,282,288 SHAREHOLDERS’ EQUITY 430,525 1,680,637 1,474,097 (3,154,734 ) 430,525 Total Liabilities and Shareholders’ Equity $ 1,337,754 $ 2,882,654 $ 2,423,666 $ (4,931,261 ) $ 1,712,813 |
Condensed Income Statement | CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) For the Year Ended September 30, 2016 Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation Revenue $ — $ 1,560,535 $ 425,182 $ (28,556 ) $ 1,957,161 Cost of goods and services — 1,173,928 339,934 (30,135 ) 1,483,727 Gross profit — 386,607 85,248 1,579 473,434 Selling, general and administrative expenses 26,427 263,357 74,613 (370 ) 364,027 Restructuring and other related charges — 1,299 4,601 — 5,900 Total operating expenses 26,427 264,656 79,214 (370 ) 369,927 Income (loss) from operations (26,427 ) 121,951 6,034 1,949 103,507 Other income (expense) Interest income (expense), net (12,549 ) (34,588 ) (3,974 ) — (51,111 ) Other, net 337 3,471 (1,091 ) (1,949 ) 768 Total other income (expense) (12,212 ) (31,117 ) (5,065 ) (1,949 ) (50,343 ) Income (loss) before taxes (38,639 ) 90,834 969 — 53,164 Provision (benefit) for income taxes (16,333 ) 34,535 4,952 — 23,154 Income (loss) before equity in net income of subsidiaries (22,306 ) 56,299 (3,983 ) — 30,010 Equity in net income (loss) of subsidiaries 52,316 (5,728 ) 56,299 (102,887 ) — Net Income (loss) $ 30,010 $ 50,571 $ 52,316 $ (102,887 ) $ 30,010 Comprehensive income (loss) $ 39,957 $ 44,265 $ 68,970 $ (113,235 ) $ 39,957 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) For the Year Ended September 30, 2015 Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation Revenue $ — $ 1,581,295 $ 475,380 $ (40,643 ) $ 2,016,032 Cost of goods and services — 1,204,872 377,348 (41,966 ) 1,540,254 Gross profit — 376,423 98,032 1,323 475,778 Selling, general and administrative expenses 22,637 272,421 80,073 (370 ) 374,761 Restructuring and other related charges — — — — — Total operating expenses 22,637 272,421 80,073 (370 ) 374,761 Income (loss) from operations (22,637 ) 104,002 17,959 1,693 101,017 Other income (expense) Interest income (expense), net (8,741 ) (30,547 ) (8,584 ) — (47,872 ) Other, net 438 10,521 (8,775 ) (1,693 ) 491 Total other income (expense) (8,303 ) (20,026 ) (17,359 ) (1,693 ) (47,381 ) Income (loss) before taxes (30,940 ) 83,976 600 — 53,636 Provision (benefit) for income taxes (11,041 ) 31,100 (712 ) — 19,347 Income (loss) before equity in net income of subsidiaries (19,899 ) 52,876 1,312 — 34,289 Equity in net income (loss) of subsidiaries 54,188 3,062 52,876 (110,126 ) — Net income (loss) $ 34,289 $ 55,938 $ 54,188 $ (110,126 ) $ 34,289 Comprehensive income (loss) $ (26,835 ) $ 34,318 $ 15,080 $ (49,398 ) $ (26,835 ) CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) For the Year Ended September 30, 2014 Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation Revenue $ — $ 1,526,678 $ 519,349 $ (54,216 ) $ 1,991,811 Cost of goods and services — 1,156,268 424,568 (48,424 ) 1,532,412 Gross profit — 370,410 94,781 (5,792 ) 459,399 Selling, general and administrative expenses 24,084 281,930 75,551 (6,466 ) 375,099 Restructuring and other related charges — 4,234 1,902 — 6,136 Total operating expenses 24,084 286,164 77,453 (6,466 ) 381,235 Income (loss) from operations (24,084 ) 84,246 17,328 674 78,164 Other income (expense) Interest income (expense), net (10,079 ) (28,630 ) (9,435 ) — (48,144 ) Extinguishment of debt (38,890 ) (38,890 ) Other, net 111 7,945 (4,228 ) (674 ) 3,154 Total other income (expense) (48,858 ) (20,685 ) (13,663 ) (674 ) (83,880 ) Income (loss) before taxes (72,942 ) 63,561 3,665 — (5,716 ) Provision (benefit) for income taxes (32,044 ) 26,480 25 — (5,539 ) Income (loss) before equity in net income of subsidiaries (40,898 ) 37,081 3,640 — (177 ) Equity in net income (loss) of subsidiaries 40,721 3,531 37,081 (81,333 ) — Net Income (loss) $ (177 ) $ 40,612 $ 40,721 $ (81,333 ) $ (177 ) Comprehensive income (loss) $ (26,902 ) $ 28,355 $ 25,704 $ (54,059 ) $ (26,902 ) |
Condensed Cash Flow Statement | CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS For the Year Ended September 30, 2014 Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ (177 ) $ 40,612 $ 40,721 $ (81,333 ) $ (177 ) Net cash provided by operating activities (3,902 ) 17,168 80,035 — 93,301 CASH FLOWS FROM INVESTING ACTIVITIES: Acquisition of property, plant and equipment (700 ) (64,320 ) (12,074 ) — (77,094 ) Acquired business, net of cash acquired — 2,675 (64,981 ) — (62,306 ) Intercompany distributions 10,000 (10,000 ) — — — Purchase of securities (8,402 ) — — — (8,402 ) Proceeds from sale of property, plant and equipment — 360 192 — 552 Net cash used in investing activities 898 (71,285 ) (76,863 ) — (147,250 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from issuance of common stock 584 — — — 584 Purchase of shares for treasury (79,614 ) — — — (79,614 ) Proceeds from long-term debt 659,568 (102 ) 32,477 — 691,943 Payments of long-term debt (598,250 ) (1,135 ) (3,709 ) — (603,094 ) Change in short-term borrowings — — (749 ) — (749 ) Financing costs (10,763 ) — (535 ) — (11,298 ) Purchase of ESOP shares (20,000 ) — — — (20,000 ) Tax effect from exercise/vesting of equity awards, net 273 — — — 273 Dividends paid (11,273 ) 5,000 — — (6,273 ) Other, net 298 56,533 (56,533 ) — 298 Net cash used in financing activities (59,177 ) 60,296 (29,049 ) — (27,930 ) CASH FLOWS FROM DISCONTINUED OPERATIONS: Net cash used in discontinued operations — — (1,528 ) — (1,528 ) Effect of exchange rate changes on cash and equivalents — — (2,318 ) — (2,318 ) NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS (62,181 ) 6,179 (29,723 ) — (85,725 ) CASH AND EQUIVALENTS AT BEGINNING OF PERIOD 68,994 25,343 83,793 — 178,130 CASH AND EQUIVALENTS AT END OF PERIOD $ 6,813 $ 31,522 $ 54,070 $ — $ 92,405 |
DESCRIPTION OF BUSINESS AND S48
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) $ / shares in Units, CAD in Thousands, AUD in Thousands | 12 Months Ended | ||||||
Sep. 30, 2016AUDcomponentsegmentunitcompany | Sep. 30, 2016USD ($)componentsegmentunitcompany$ / shares | Sep. 30, 2016CADcomponentsegmentunitcompany | Sep. 30, 2015AUD | Sep. 30, 2015USD ($)$ / shares | Sep. 30, 2015CAD | Sep. 30, 2014USD ($) | |
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||||
Effective Income Tax Rate Reconciliation, Share-based Compensation, Excess Tax Benefit, Amount | $ 2,193,000 | ||||||
Number of operating segments | segment | 3 | 3 | 3 | ||||
Cash in non U.S. bank accounts | $ 24,000,000 | $ 31,700,000 | |||||
Debt instrument, interest rate, stated percentage | 4.00% | ||||||
Fair value of insurance contracts | $ 3,088,000 | ||||||
Proceeds from Sale of Trading Securities Held-for-investment | $ 1,000,000 | ||||||
Proceeds used to settle available-for-sale securities outstanding | 8,891,000 | ||||||
Gain, net of tax, reclassified | $ 870,000 | ||||||
Contracts revenue | CAD | CAD 4,855 | CAD 6,500 | |||||
Contracts weighted average rate price (in Dollars per share) | $ / shares | $ 1.31 | $ 1.33 | |||||
Accumulated other comprehensive income (loss), foreign currency translation adjustment, net of tax | $ (42,894,000) | $ (60,178,000) | |||||
Gain (loss) on hedging activity | (752,000) | ||||||
Foreign currency transaction gain (loss), realized | (157,000) | 280,000 | |||||
Defined benefit plan, fair value of plan assets | $ 144,316,000 | 144,625,000 | |||||
Contract period | 1 year | 1 year | 1 year | ||||
Income (loss) from operations | $ 103,507,000 | 101,017,000 | $ 78,164,000 | ||||
Provision for loss on contracts | 4,700,000 | ||||||
Customer program reserves and cash discounts netted against accounts receivable | 8,509,000 | 7,507,000 | |||||
Costs in excess of billings, noncurrent | 12,000,000 | 16,500,000 | |||||
Unbilled contracts receivable | 2,600,000 | 2,800,000 | |||||
Depreciation, depletion and amortization, nonproduction | 62,689,000 | 62,144,000 | 59,488,000 | ||||
Accumulated capitalized interest costs | 3,844,000 | 4,165,000 | 4,529,000 | ||||
Original cost of fully depreciated property plant and equipment | $ 275,657,000 | ||||||
Description of fair value calculation | Griffon used five year projections and a 3.0% terminal value to which discount rates between 9% and 10% were applied to calculate each unit’s fair value. | Griffon used five year projections and a 3.0% terminal value to which discount rates between 9% and 10% were applied to calculate each unit’s fair value. | Griffon used five year projections and a 3.0% terminal value to which discount rates between 9% and 10% were applied to calculate each unit’s fair value. | ||||
Fair value projections | 5 years | 5 years | 5 years | ||||
Fair value terminal value | 3.00% | 3.00% | 3.00% | ||||
Goodwill, impairment loss | $ 0 | 0 | 0 | ||||
Unrecognized tax benefits | 5,955,000 | 7,851,000 | 7,906,000 | ||||
Research and development arrangement, contract to perform for others, costs incurred, gross | 26,200,000 | 25,600,000 | 23,400,000 | ||||
Shipping, handling and transportation costs | 36,900,000 | 40,800,000 | 42,400,000 | ||||
Advertising revenue cost | 22,000,000 | 24,000,000 | 24,000,000 | ||||
Net cash used in financing activities | $ 8,888,000 | (44,851,000) | (27,930,000) | ||||
Home & Building Products [Member] | |||||||
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||||
Number of companies | company | 2 | 2 | 2 | ||||
Income (loss) from operations | $ 79,682,000 | 58,883,000 | 40,538,000 | ||||
Number of components | component | 2 | 2 | 2 | ||||
Number of reporting units | unit | 1 | 1 | 1 | ||||
Other Income [Member] | |||||||
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||||
Trading Securities, Realized Loss | $ 13,000 | ||||||
Recognized gain in other income | 489,000 | ||||||
Selling, general and administrative expenses [Member] | |||||||
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||||
Depreciation | $ 13,239,000 | 13,009,000 | 10,815,000 | ||||
U.S. Government [Member] | |||||||
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||||
Percentage of consolidated accounts receivable | 16.00% | 16.00% | 16.00% | ||||
P & G [Member] | |||||||
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||||
Percentage of consolidated accounts receivable | 7.00% | 7.00% | 7.00% | ||||
Home Depot [Member] | |||||||
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||||
Percentage of consolidated accounts receivable | 14.00% | 14.00% | 14.00% | ||||
Contracts accounted for under percentage of completion [Member] | |||||||
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||||
Income (loss) from operations | $ (700,000) | $ (400,000) | $ (400,000) | ||||
Designated as hedging instrument [Member] | |||||||
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||||
Contracts revenue | AUD | AUD 25,500 | AUD 25,531 | |||||
Contracts weighted average rate price (in Dollars per share) | $ / shares | $ 1.30 | $ 1.43 | |||||
Accumulated other comprehensive income (loss), foreign currency translation adjustment, before tax | $ 1,545,000 | $ 1,049,000 | |||||
Accumulated other comprehensive income (loss), foreign currency translation adjustment, net of tax | 1,004,000 | 682,000 | |||||
Gain (loss) on hedging activity | (752,000) | 1,223,000 | |||||
Level 2 [Member] | |||||||
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||||
Defined benefit plan, fair value of plan assets | 59,427,000 | 84,222,000 | |||||
Level 2 [Member] | Estimate of fair value measurement [Member] | |||||||
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||||
Trading securities | 1,314,000 | 1,374,000 | |||||
Level 2 [Member] | Portion at other than fair value measurement [Member] | |||||||
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||||
Trading securities | 1,000,000 | 1,000,000 | |||||
Senior notes [Member] | |||||||
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||||
Long-term debt, fair value | 725,000,000 | ||||||
Convert. debt due 2017 [Member] | |||||||
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||||
Long-term debt, fair value | $ 121,563,000 | ||||||
Maximum [Member] | |||||||
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||||
Maturity period of highly liquid investments | 3 months | 3 months | 3 months | ||||
Contracts expiration days | 270 days | 270 days | 270 days | ||||
Fair value discount rates | 9.50% | 9.50% | 9.50% | ||||
Finite-lived intangible asset, useful life | 25 years | 25 years | 25 years | ||||
Maximum [Member] | Building and building improvements [Member] | |||||||
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||||
Property, plant and equipment, useful life | 40 years | 40 years | 40 years | ||||
Maximum [Member] | Machinery and equipment [Member] | |||||||
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||||
Property, plant and equipment, useful life | 15 years | 15 years | 15 years | ||||
Minimum [Member] | |||||||
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||||
Contracts expiration days | 14 days | 14 days | 14 days | ||||
Fair value discount rates | 7.50% | 7.50% | 7.50% | ||||
Finite-lived intangible asset, useful life | 8 years | 8 years | 8 years | ||||
Minimum [Member] | Building and building improvements [Member] | |||||||
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||||
Property, plant and equipment, useful life | 25 years | 25 years | 25 years | ||||
Minimum [Member] | Machinery and equipment [Member] | |||||||
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||||
Property, plant and equipment, useful life | 2 years | 2 years | 2 years | ||||
Canadian Dollar Forward Contracts [Member] | Level 2 [Member] | Not Designated as Hedging Instrument [Member] | Other Income [Member] | |||||||
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||||
Gain (Loss) on Sale of Derivatives | $ 136,000 | 257,000 | |||||
Canadian Dollar Forward Contracts [Member] | Maximum [Member] | Not Designated as Hedging Instrument [Member] | |||||||
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||||
Foreign Currency Contracts Duration | 270 days | 270 days | 270 days | ||||
Canadian Dollar Forward Contracts [Member] | Minimum [Member] | Not Designated as Hedging Instrument [Member] | |||||||
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||||
Foreign Currency Contracts Duration | 14 days | 14 days | 14 days | ||||
Accounting Standards Update 2016-09, Statutory Tax Withholding Component [Member] | New Accounting Pronouncement, Early Adoption, Effect [Member] | |||||||
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||||
Net cash provided by operating activities | $ 2,291,000 | ||||||
Net cash used in financing activities | $ 2,291,000 | ||||||
Accounting Standards Update 2015-17 [Member] | New Accounting Pronouncement, Early Adoption, Effect [Member] | |||||||
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||||
Deferred tax assets, noncurrent | (3,793,000) | ||||||
Deferred tax liabilities, noncurrent | $ (14,827,000) |
ACQUISITIONS (Details)
ACQUISITIONS (Details) - USD ($) $ in Thousands | Feb. 14, 2016 | Apr. 16, 2015 | May 21, 2014 | Dec. 31, 2013 | Dec. 31, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 | Mar. 31, 2016 |
ACQUISITIONS (Details) [Line Items] | |||||||||
Acquired business, net of cash acquired | $ 4,470 | $ 2,225 | $ 62,306 | ||||||
Guarantor Subsidiaries [Member] | |||||||||
ACQUISITIONS (Details) [Line Items] | |||||||||
Acquired business, net of cash acquired | 2,225 | $ (2,675) | |||||||
Nylex Plastics Pty Ltd. [Member] | The AMES Companies, Inc. [Member] | |||||||||
ACQUISITIONS (Details) [Line Items] | |||||||||
Business combination, consideration transferred | $ 1,744 | ||||||||
Babcock Lumber Company Operational Woodmill [Member] | |||||||||
ACQUISITIONS (Details) [Line Items] | |||||||||
Business combination, consideration transferred | $ 2,225 | ||||||||
Cyclone [Member] | |||||||||
ACQUISITIONS (Details) [Line Items] | |||||||||
Business combination, consideration transferred | $ 40,000 | ||||||||
Business acquisition, transaction costs | 2,363 | ||||||||
Northcote Pottery [Member] | Guarantor Subsidiaries [Member] | |||||||||
ACQUISITIONS (Details) [Line Items] | |||||||||
Acquired business, net of cash acquired | $ 22,000 | ||||||||
Business acquisition, transaction costs | $ 798 | ||||||||
Mahindra Telephonics Integrated Systems [Member] | |||||||||
ACQUISITIONS (Details) [Line Items] | |||||||||
Payments to Acquire Interest in Joint Venture | $ 2,726 | ||||||||
Equity Method Investment, Ownership Percentage | 26.00% | 49.00% |
ACQUISITIONS (Details) - Summar
ACQUISITIONS (Details) - Summary of Fair Values of Assets Acquired - USD ($) $ in Thousands | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 | May 21, 2014 | Dec. 31, 2013 |
ACQUISITIONS (Details) - Summary of Fair Values of Assets Acquired [Line Items] | |||||
Goodwill | $ 361,185 | $ 356,241 | $ 374,111 | ||
2014 Acquirees [Member] | |||||
ACQUISITIONS (Details) - Summary of Fair Values of Assets Acquired [Line Items] | |||||
Current Assets and Other, net of cash acquired | 28,514 | ||||
PP&E | 1,873 | ||||
Goodwill | 24,841 | ||||
Amortizable intangible assets | 17,706 | ||||
Indefinite life intangible assets | 6,669 | ||||
Total assets acquired | 79,603 | ||||
Total liabilities assumed | (18,297) | ||||
Net assets acquired | $ 61,306 | ||||
Cyclone [Member] | |||||
ACQUISITIONS (Details) - Summary of Fair Values of Assets Acquired [Line Items] | |||||
Current Assets and Other, net of cash acquired | $ 21,116 | ||||
PP&E | 488 | ||||
Goodwill | 13,587 | ||||
Amortizable intangible assets | 11,608 | ||||
Indefinite life intangible assets | 3,548 | ||||
Total assets acquired | 50,347 | ||||
Total liabilities assumed | (10,822) | ||||
Net assets acquired | $ 39,525 | ||||
Northcote Pottery [Member] | |||||
ACQUISITIONS (Details) - Summary of Fair Values of Assets Acquired [Line Items] | |||||
Current Assets and Other, net of cash acquired | $ 7,398 | ||||
PP&E | 1,385 | ||||
Goodwill | 11,254 | ||||
Amortizable intangible assets | 6,098 | ||||
Indefinite life intangible assets | 3,121 | ||||
Total assets acquired | 29,256 | ||||
Total liabilities assumed | (7,475) | ||||
Net assets acquired | $ 21,781 |
ACQUISITIONS (Details) - Summ51
ACQUISITIONS (Details) - Summary of Goodwill and Intangible Asset Classifications - USD ($) $ in Thousands | 12 Months Ended | ||||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 | May 21, 2014 | Dec. 31, 2013 | |
ACQUISITIONS (Details) - Summary of Goodwill and Intangible Asset Classifications [Line Items] | |||||
Goodwill | $ 361,185 | $ 356,241 | $ 374,111 | ||
Customer relationships [Member] | |||||
ACQUISITIONS (Details) - Summary of Goodwill and Intangible Asset Classifications [Line Items] | |||||
Amortization Period (Years) | 25 years | ||||
2014 Acquirees [Member] | |||||
ACQUISITIONS (Details) - Summary of Goodwill and Intangible Asset Classifications [Line Items] | |||||
Goodwill | $ 24,841 | ||||
Indefinite life intangible assets | 6,669 | ||||
Amortizable intangible assets | 17,706 | ||||
Total Goodwill and Intangibles | 49,216 | ||||
2014 Acquirees [Member] | Customer relationships [Member] | |||||
ACQUISITIONS (Details) - Summary of Goodwill and Intangible Asset Classifications [Line Items] | |||||
Amortizable intangible assets | 17,706 | ||||
2014 Acquirees [Member] | Trade names [Member] | |||||
ACQUISITIONS (Details) - Summary of Goodwill and Intangible Asset Classifications [Line Items] | |||||
Indefinite life intangible assets | $ 6,669 | ||||
Cyclone [Member] | |||||
ACQUISITIONS (Details) - Summary of Goodwill and Intangible Asset Classifications [Line Items] | |||||
Goodwill | $ 13,587 | ||||
Indefinite life intangible assets | 3,548 | ||||
Amortizable intangible assets | 11,608 | ||||
Total Goodwill and Intangibles | 28,743 | ||||
Cyclone [Member] | Customer relationships [Member] | |||||
ACQUISITIONS (Details) - Summary of Goodwill and Intangible Asset Classifications [Line Items] | |||||
Amortizable intangible assets | 11,608 | ||||
Cyclone [Member] | Trade names [Member] | |||||
ACQUISITIONS (Details) - Summary of Goodwill and Intangible Asset Classifications [Line Items] | |||||
Indefinite life intangible assets | $ 3,548 | ||||
Northcote Pottery [Member] | |||||
ACQUISITIONS (Details) - Summary of Goodwill and Intangible Asset Classifications [Line Items] | |||||
Goodwill | $ 11,254 | ||||
Indefinite life intangible assets | 3,121 | ||||
Amortizable intangible assets | 6,098 | ||||
Total Goodwill and Intangibles | 20,473 | ||||
Northcote Pottery [Member] | Customer relationships [Member] | |||||
ACQUISITIONS (Details) - Summary of Goodwill and Intangible Asset Classifications [Line Items] | |||||
Amortizable intangible assets | 6,098 | ||||
Northcote Pottery [Member] | Trade names [Member] | |||||
ACQUISITIONS (Details) - Summary of Goodwill and Intangible Asset Classifications [Line Items] | |||||
Indefinite life intangible assets | $ 3,121 |
INVENTORIES (Details) - Summary
INVENTORIES (Details) - Summary of Inventories stated at lower cost - USD ($) $ in Thousands | Sep. 30, 2016 | Sep. 30, 2015 |
Inventory Disclosure [Abstract] | ||
Raw materials and supplies | $ 81,345 | $ 91,973 |
Work in process | 75,852 | 70,811 |
Finished goods | 151,672 | 163,025 |
Total | $ 308,869 | $ 325,809 |
PROPERTY, PLANT AND EQUIPMENT53
PROPERTY, PLANT AND EQUIPMENT (Details) - Summary of property plant and equipment - USD ($) $ in Thousands | Sep. 30, 2016 | Sep. 30, 2015 |
Property, Plant and Equipment [Line Items] | ||
Property Plant And Equipment Gross | $ 993,499 | $ 926,205 |
Accumulated depreciation and amortization | (588,095) | (546,233) |
Total | 405,404 | 379,972 |
Land, building and building improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property Plant And Equipment Gross | 138,204 | 131,546 |
Machinery and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property Plant And Equipment Gross | 804,280 | 747,194 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property Plant And Equipment Gross | $ 51,015 | $ 47,465 |
GOODWILL AND OTHER INTANGIBLE54
GOODWILL AND OTHER INTANGIBLES (Details) - Summary of changes in carrying value of goodwill - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Goodwill [Roll Forward] | ||
Goodwill | $ 356,241 | $ 374,111 |
Foreign currency translation adjustments | 4,944 | (17,870) |
Goodwill | 361,185 | 356,241 |
Home & Building Products [Member] | ||
Goodwill [Roll Forward] | ||
Goodwill | 285,825 | 290,661 |
Foreign currency translation adjustments | 1,792 | (4,836) |
Goodwill | 287,617 | 285,825 |
Telephonics [Member] | ||
Goodwill [Roll Forward] | ||
Goodwill | 18,545 | 18,545 |
Foreign currency translation adjustments | 0 | 0 |
Goodwill | 18,545 | 18,545 |
Plastics [Member] | ||
Goodwill [Roll Forward] | ||
Goodwill | 51,871 | 64,905 |
Foreign currency translation adjustments | 3,152 | (13,034) |
Goodwill | $ 55,023 | $ 51,871 |
GOODWILL AND OTHER INTANGIBLE55
GOODWILL AND OTHER INTANGIBLES (Details) - Summary of gross carrying value and accumulated amortization of intangible assets - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
GOODWILL AND OTHER INTANGIBLES (Details) - Summary of gross carrying value and accumulated amortization of intangible assets [Line Items] | ||
Gross Carrying Amount | $ 176,725 | $ 174,667 |
Trademarks | 85,151 | 82,450 |
Total intangible assets | 261,876 | 257,117 |
Accumulated Amortization | 51,277 | 43,280 |
Customer relationships [Member] | ||
GOODWILL AND OTHER INTANGIBLES (Details) - Summary of gross carrying value and accumulated amortization of intangible assets [Line Items] | ||
Gross Carrying Amount | 170,652 | 168,560 |
Accumulated Amortization | $ 47,217 | 39,755 |
Average Life (Years) | 25 years | |
Unpatented technology [Member] | ||
GOODWILL AND OTHER INTANGIBLES (Details) - Summary of gross carrying value and accumulated amortization of intangible assets [Line Items] | ||
Gross Carrying Amount | $ 6,073 | 6,107 |
Accumulated Amortization | $ 4,060 | $ 3,525 |
Average Life (Years) | 12 years 6 months |
GOODWILL AND OTHER INTANGIBLE56
GOODWILL AND OTHER INTANGIBLES (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Amortization expense | $ 7,519 | $ 7,656 | $ 7,908 |
Amortization expense estimated for 2015 | 7,500 | ||
Amortization expense estimated for 2016 | 7,344 | ||
Amortization expense estimated for 2017 | 7,218 | ||
Amortization expense estimated for 2018 | 6,742 | ||
Amortization expense estimated for 2019 | 6,742 | ||
Amortization expense estimated thereafter | $ 89,902 |
DISCONTINUED OPERATIONS (Detail
DISCONTINUED OPERATIONS (Details) | 12 Months Ended | ||||
Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Sep. 30, 2013USD ($) | Sep. 30, 2008unit | |
Discontinued Operations and Disposal Groups [Abstract] | |||||
Number of units sold | 11 | ||||
Number of closed units | 1 | ||||
Number of merged units | 2 | ||||
Disposal group, including discontinued operation, revenue | $ | $ 0 | $ 0 | $ 0 | ||
Disposal group, including discontinued operation, environmental and casualty insurance reserves expenses | $ | $ 4,651,000 |
DISCONTINUED OPERATIONS (Deta58
DISCONTINUED OPERATIONS (Details) - Summary of discontinued operations - USD ($) $ in Thousands | Sep. 30, 2016 | Sep. 30, 2015 |
Assets of discontinued operations: | ||
Prepaid and other current assets | $ 219 | $ 236 |
Other long-term assets | 1,968 | 3,255 |
Total assets of discontinued operations | 2,187 | 3,491 |
Liabilities of discontinued operations: | ||
Accrued liabilities, current | 1,684 | 2,229 |
Other long-term liabilities | 1,706 | 3,379 |
Total liabilities of discontinued operations | $ 3,390 | $ 5,608 |
ACCRUED LIABILITIES (Details) -
ACCRUED LIABILITIES (Details) - Schedule of accrued liabilities - USD ($) $ in Thousands | Sep. 30, 2016 | Sep. 30, 2015 |
Payables and Accruals [Abstract] | ||
Compensation | $ 44,781 | $ 53,805 |
Interest | 4,011 | 3,395 |
Warranties and rebates | 6,187 | 6,501 |
Insurance | 13,374 | 12,401 |
Rent, utilities and freight | 2,555 | 2,094 |
Income and other taxes | 13,226 | 8,312 |
Marketing and advertising | 1,961 | 1,809 |
Restructuring | 3,491 | 481 |
Other | 14,008 | 12,406 |
Total | $ 103,594 | $ 101,204 |
RESTRUCTURING AND OTHER RELAT60
RESTRUCTURING AND OTHER RELATED CHARGES (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Jan. 31, 2013USD ($) | Jun. 30, 2016USD ($)position | Sep. 30, 2016USD ($)position | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($)position | |
RESTRUCTURING AND OTHER RELATED CHARGES (Details) [Line Items] | |||||
Asset impairment charges - restructuring | $ 0 | $ 0 | $ 191 | ||
Restructuring and other related charges | 5,900 | $ 0 | 6,136 | ||
Facilities & Exit Costs [Member] | |||||
RESTRUCTURING AND OTHER RELATED CHARGES (Details) [Line Items] | |||||
Restructuring and other related charges | $ 659 | ||||
Plastics [Member] | |||||
RESTRUCTURING AND OTHER RELATED CHARGES (Details) [Line Items] | |||||
Asset impairment charges - restructuring | $ 5,900 | ||||
Expected number of positions eliminated | position | 86 | ||||
Telephonics [Member] | |||||
RESTRUCTURING AND OTHER RELATED CHARGES (Details) [Line Items] | |||||
Restructuring and other related charges | $ 4,244 | ||||
Expected number of positions eliminated | position | 80 | ||||
AMES [Member] | |||||
RESTRUCTURING AND OTHER RELATED CHARGES (Details) [Line Items] | |||||
Restructuring and other related charges | $ 7,941 | ||||
Expected restructuring cost | 19,964 | ||||
Number of positions eliminated, inception to date | position | 46 | ||||
AMES [Member] | Cash Charges [Member] | |||||
RESTRUCTURING AND OTHER RELATED CHARGES (Details) [Line Items] | |||||
Restructuring and other related charges | 4,016 | ||||
AMES [Member] | Asset Impairment [Member] | |||||
RESTRUCTURING AND OTHER RELATED CHARGES (Details) [Line Items] | |||||
Restructuring and other related charges | 3,925 | ||||
AMES [Member] | One-time Termination Benefits [Member] | |||||
RESTRUCTURING AND OTHER RELATED CHARGES (Details) [Line Items] | |||||
Restructuring and other related charges | 2,622 | ||||
AMES [Member] | Facilities & Exit Costs [Member] | |||||
RESTRUCTURING AND OTHER RELATED CHARGES (Details) [Line Items] | |||||
Restructuring and other related charges | $ 1,394 | ||||
Home & Building Products [Member] | |||||
RESTRUCTURING AND OTHER RELATED CHARGES (Details) [Line Items] | |||||
Restructuring and other related charges | $ 1,892 |
RESTRUCTURING AND OTHER RELAT61
RESTRUCTURING AND OTHER RELATED CHARGES (Details) - Summary of the restructuring and other related charges - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 | |
Amounts incurred in the year ended: | |||
Amounts incurred in | $ 5,900 | $ 0 | $ 6,136 |
Workforce Reduction [Member] | |||
Amounts incurred in the year ended: | |||
Amounts incurred in | 3,337 | ||
Facilities & Exit Costs [Member] | |||
Amounts incurred in the year ended: | |||
Amounts incurred in | 659 | ||
Other Related Costs [Member] | |||
Amounts incurred in the year ended: | |||
Amounts incurred in | 1,073 | ||
Non-cash Facility and Other [Member] | |||
Amounts incurred in the year ended: | |||
Amounts incurred in | $ 831 |
RESTRUCTURING AND OTHER RELAT62
RESTRUCTURING AND OTHER RELATED CHARGES (Details) - Summary of accrued liability for the restructuring and related charges $ in Thousands | 12 Months Ended |
Sep. 30, 2016USD ($) | |
Restructuring Reserve [Roll Forward] | |
Accrued liability | $ 481 |
Charges | 5,069 |
Payments | (2,059) |
Accrued liability | 3,491 |
Workforce Reduction [Member] | |
Restructuring Reserve [Roll Forward] | |
Accrued liability | 481 |
Charges | 3,337 |
Payments | (1,331) |
Accrued liability | 2,487 |
Facilities And Exit Costs [Member] | |
Restructuring Reserve [Roll Forward] | |
Accrued liability | 0 |
Charges | 659 |
Payments | (659) |
Accrued liability | 0 |
Other Related Costs [Member] | |
Restructuring Reserve [Roll Forward] | |
Accrued liability | 0 |
Charges | 1,073 |
Payments | (69) |
Accrued liability | $ 1,004 |
WARRANTY LIABILITY (Details)
WARRANTY LIABILITY (Details) | 12 Months Ended |
Sep. 30, 2016 | |
Telephonics [Member] | Minimum [Member] | |
WARRANTY LIABILITY (Details) [Line Items] | |
Product Warranty Period | 1 year |
Telephonics [Member] | Maximum [Member] | |
WARRANTY LIABILITY (Details) [Line Items] | |
Product Warranty Period | 2 years |
Clopay Plastic Products Company Inc. [Member] | Minimum [Member] | |
WARRANTY LIABILITY (Details) [Line Items] | |
Product Warranty Period | 1 year |
Clopay Plastic Products Company Inc. [Member] | Maximum [Member] | |
WARRANTY LIABILITY (Details) [Line Items] | |
Product Warranty Period | 10 years |
AMES [Member] | |
WARRANTY LIABILITY (Details) [Line Items] | |
Product Warranty Period | 90 days |
WARRANTY LIABILITY (Details) -
WARRANTY LIABILITY (Details) - Summary of changes in warrant liability included in Accrued liabilities - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Movement in Standard Product Warranty Accrual [Roll Forward] | ||
Balance, beginning of period | $ 6,040 | $ 6,044 |
Warranties issued and changes in estimated pre-existing warranties | 6,501 | 7,959 |
Actual warranty costs incurred | (6,219) | (7,963) |
Balance, end of period | $ 6,322 | $ 6,040 |
NOTES PAYABLE, CAPITALIZED LE65
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Details) - Summary of net minimum payments on capitalized leases $ in Thousands | Sep. 30, 2016USD ($) |
Debt Disclosure [Abstract] | |
Total minimum lease payments | $ 9,250 |
Less amount representing interest payments | (1,359) |
Present value of net minimum lease payments | 7,891 |
Current portion | (1,566) |
Capitalized lease obligation, less current portion | $ 6,325 |
NOTES PAYABLE, CAPITALIZED LE66
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Details) $ / shares in Units, € in Thousands, BRL in Thousands | Nov. 14, 2016$ / shares | Oct. 01, 2016USD ($) | Jul. 31, 2016AUDloan | Jul. 14, 2016USD ($) | Mar. 13, 2015USD ($) | Feb. 27, 2014USD ($) | Dec. 21, 2009USD ($) | Nov. 11, 2016USD ($)$ / sharesshares | Sep. 30, 2015EUR (€) | Dec. 31, 2013USD ($) | Nov. 30, 2012CAD | Oct. 31, 2006USD ($) | Jun. 30, 2016USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($)$ / sharesshares | Nov. 16, 2016USD ($) | Sep. 30, 2016AUDproperty | Sep. 30, 2016USD ($)property$ / shares | Sep. 30, 2016CADproperty | Sep. 30, 2016EUR (€)property | Sep. 30, 2016BRLproperty | May 18, 2016USD ($) | Mar. 31, 2016USD ($) | Mar. 12, 2015USD ($) | |||||||
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Debt instrument exercised period | 5 years | |||||||||||||||||||||||||||||||
Minimum payments under capital leases for 2015 | $ 2,154,000 | |||||||||||||||||||||||||||||||
Minimum payments under capital leases for 2016 | 1,963,000 | |||||||||||||||||||||||||||||||
Minimum payments under capital leases for 2017 | 1,624,000 | |||||||||||||||||||||||||||||||
Minimum payments under capital leases for 2018 | 1,604,000 | |||||||||||||||||||||||||||||||
Minimum payments under capital leases for 2019 | 1,623,000 | |||||||||||||||||||||||||||||||
Minimum payments under capital leases thereafter | 282,000 | |||||||||||||||||||||||||||||||
Capital leased assets, gross | $ 17,314,000 | 18,039,000 | ||||||||||||||||||||||||||||||
Capital leases, lessee balance sheet, assets by major class, accumulated depreciation | 8,520,000 | 10,148,000 | ||||||||||||||||||||||||||||||
Deferred interest charges | 156,000 | 131,000 | ||||||||||||||||||||||||||||||
Amortization | $ 1,628,000 | 1,765,000 | $ 1,296,000 | |||||||||||||||||||||||||||||
Proceeds from issuance of debt | 302,362,000 | 233,491,000 | 691,943,000 | |||||||||||||||||||||||||||||
Payments to acquire buildings | $ 10,000,000 | |||||||||||||||||||||||||||||||
Capital lease maturity year | 2,022 | |||||||||||||||||||||||||||||||
Long-term debt, percentage bearing fixed interest, percentage rate | 5.00% | |||||||||||||||||||||||||||||||
Minimum payments under debt agreements for 2015 | 22,644,000 | |||||||||||||||||||||||||||||||
Minimum payments under debt agreements for 2016 | 21,378,000 | |||||||||||||||||||||||||||||||
Debt Agreements Future Minimum Payments Due In Three Years | 23,934,000 | |||||||||||||||||||||||||||||||
Minimum payments under debt agreements for 2018 | 34,957,000 | |||||||||||||||||||||||||||||||
Minimum payments under debt agreements for 2019 | 103,895,000 | |||||||||||||||||||||||||||||||
Minimum payments under debt agreements thereafter | $ 746,048,000 | |||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 35,092,000 | |||||||||||||||||||||||||||||||
Debt instrument, interest rate, stated percentage | 4.00% | 4.00% | 4.00% | 4.00% | 4.00% | |||||||||||||||||||||||||||
Payment of tender offer premium | $ 31,530,000 | |||||||||||||||||||||||||||||||
Underwriting fees and other expense capitalized | 10,313,000 | |||||||||||||||||||||||||||||||
Loss from debt extinguishment | $ 0 | 0 | $ 38,890,000 | |||||||||||||||||||||||||||||
Write off of deferred debt issuance cost | 6,574,000 | |||||||||||||||||||||||||||||||
Prepaid interest on defeased note on extinguishment of debt | 786,000 | |||||||||||||||||||||||||||||||
Maximum percentage of equity interest of subsidiaries borrowings guaranteed | 65.00% | |||||||||||||||||||||||||||||||
Line of credit facility, amount outstanding | $ 3,888 | CAD 5,090 | ||||||||||||||||||||||||||||||
Debt instrument, basis spread on variable rate | 1.30% | |||||||||||||||||||||||||||||||
Outstanding debt | 843,569,000 | 936,558,000 | ||||||||||||||||||||||||||||||
Long-term debt, gross | $ 861,199,000 | 952,856,000 | ||||||||||||||||||||||||||||||
Amount of line note available to purchase common stock in open market | $ 10,908,000 | |||||||||||||||||||||||||||||||
Stock issued during period, shares, ESOP | shares | 1,591,117 | |||||||||||||||||||||||||||||||
Stock issued during period, value, ESOP | $ 20,000,000 | |||||||||||||||||||||||||||||||
ESOP, weighted average purchase price of shares purchased (in Dollars per share) | $ / shares | $ 12.57 | |||||||||||||||||||||||||||||||
Debt instrument, interest rate during period | 6.00% | 5.46% | ||||||||||||||||||||||||||||||
Revolver due 2019 [Member] | ||||||||||||||||||||||||||||||||
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Line of credit facility, amount outstanding | 0 | |||||||||||||||||||||||||||||||
Line of credit facility, remaining borrowing capacity | 333,725,000 | |||||||||||||||||||||||||||||||
Letter Of Credit Subfacility [Member] | Revolver due 2019 [Member] | ||||||||||||||||||||||||||||||||
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Line of credit facility, current borrowing capacity | $ 50,000 | |||||||||||||||||||||||||||||||
Line of credit facility, amount outstanding | $ 16,275,000 | |||||||||||||||||||||||||||||||
Multicurrency Subfacility [Member] | Revolver due 2019 [Member] | ||||||||||||||||||||||||||||||||
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Line of credit facility, current borrowing capacity | 50,000,000 | |||||||||||||||||||||||||||||||
Margin Rate [Member] | Revolver due 2019 [Member] | ||||||||||||||||||||||||||||||||
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Line of credit facility, interest rate during period | 1.25% | |||||||||||||||||||||||||||||||
LIBOR Rate [Member] | ||||||||||||||||||||||||||||||||
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Line of credit facility, interest rate during period | 2.25% | |||||||||||||||||||||||||||||||
Convert. debt due 2017 [Member] | ||||||||||||||||||||||||||||||||
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 100,000,000 | |||||||||||||||||||||||||||||||
Debt instrument, interest rate, stated percentage | 4.00% | |||||||||||||||||||||||||||||||
Debt instrument, convertible, conversion ratio | 70.1632 | |||||||||||||||||||||||||||||||
Debt conversion, converted instrument, amount | $ 1,000 | |||||||||||||||||||||||||||||||
Debt instrument, convertible, conversion price (in Dollars per share) | $ / shares | $ 14.25 | |||||||||||||||||||||||||||||||
Debt instrument, convertible, threshold percentage of stock price trigger | 1.00% | |||||||||||||||||||||||||||||||
Debt instrument, convertible, if-converted value in excess of principal | $ 15,720,000 | $ 15,720,000 | ||||||||||||||||||||||||||||||
Convert. debt due 2017 [Member] | Level 1 [Member] | ||||||||||||||||||||||||||||||||
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Notes payable, fair value disclosure | $ 121,563,000 | |||||||||||||||||||||||||||||||
Revolving Facility, June 2017 [Member] | Revolving Credit Facility [Member] | ||||||||||||||||||||||||||||||||
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Line of credit facility, amount outstanding | AUD 7,000,000 | 5,372,000 | ||||||||||||||||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | AUD | AUD 10,000,000 | |||||||||||||||||||||||||||||||
Capital lease - real estate [Member] | ||||||||||||||||||||||||||||||||
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Proceeds from issuance of debt | $ 14,290,000 | |||||||||||||||||||||||||||||||
Outstanding debt | 7,368,000 | [1] | 6,316,000 | |||||||||||||||||||||||||||||
Long-term debt, gross | $ 7,524,000 | [1] | $ 6,447,000 | [2] | ||||||||||||||||||||||||||||
Debt instrument, interest rate during period | [1] | 5.50% | 5.30% | 5.30% | ||||||||||||||||||||||||||||
Debt instrument, interest rate at period end | 5.00% | [1] | 5.00% | [2] | 5.00% | [2] | 5.00% | [2] | 5.00% | [2] | 5.00% | [2] | ||||||||||||||||||||
Senior notes [Member] | Level 1 [Member] | ||||||||||||||||||||||||||||||||
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Notes payable, fair value disclosure | $ 725,000,000 | |||||||||||||||||||||||||||||||
Senior notes [Member] | Senior Notes due 2022, May 2016 Add-On Issuance [Member] | ||||||||||||||||||||||||||||||||
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 125,000,000 | |||||||||||||||||||||||||||||||
Debt Instrument, Issuance Price, Percentage | 98.76% | |||||||||||||||||||||||||||||||
Debt Issuance Cost | $ 3,016,000 | |||||||||||||||||||||||||||||||
Senior notes [Member] | Senior note due 2022 [Member] | ||||||||||||||||||||||||||||||||
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 600,000,000 | |||||||||||||||||||||||||||||||
Debt instrument, interest rate, stated percentage | 5.25% | |||||||||||||||||||||||||||||||
Outstanding debt | $ 725,000,000 | |||||||||||||||||||||||||||||||
Senior notes [Member] | Senior note due 2022 [Member] | Senior notes due 2018 [Member] | ||||||||||||||||||||||||||||||||
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 550,000,000 | |||||||||||||||||||||||||||||||
Debt instrument, interest rate, stated percentage | 7.125% | |||||||||||||||||||||||||||||||
Payment of tender offer premium | $ 31,530,000 | |||||||||||||||||||||||||||||||
Debt instrument, periodic payment, interest | 16,716,000 | |||||||||||||||||||||||||||||||
Senior Notes Two Thousand Twenty Two [Member] | ||||||||||||||||||||||||||||||||
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 600,000,000 | |||||||||||||||||||||||||||||||
Debt instrument, interest rate, stated percentage | 5.25% | |||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 125,000,000 | |||||||||||||||||||||||||||||||
Senior notes due 2018 [Member] | ||||||||||||||||||||||||||||||||
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Debt instrument, interest rate, stated percentage | 7.125% | |||||||||||||||||||||||||||||||
Loss from debt extinguishment | $ 38,890,000 | |||||||||||||||||||||||||||||||
Outstanding debt | [3] | $ 591,736,000 | ||||||||||||||||||||||||||||||
Long-term debt, gross | [3] | $ 600,000,000 | ||||||||||||||||||||||||||||||
Debt instrument, interest rate during period | [3] | 7.40% | ||||||||||||||||||||||||||||||
Debt instrument, interest rate at period end | [3] | 5.25% | ||||||||||||||||||||||||||||||
Revolver due 2019 [Member] | ||||||||||||||||||||||||||||||||
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Line of credit facility, current borrowing capacity | $ 350,000 | $ 250,000,000 | ||||||||||||||||||||||||||||||
Outstanding debt | [3] | $ 32,951,000 | ||||||||||||||||||||||||||||||
Long-term debt, gross | 35,000,000 | [3] | $ 0 | [4] | ||||||||||||||||||||||||||||
Real estate mortgages [Member] | ||||||||||||||||||||||||||||||||
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Debt instrument, face amount | 32,280,000 | $ 8,000,000 | ||||||||||||||||||||||||||||||
Number of secured properties | property | 4 | 4 | 4 | 4 | 4 | |||||||||||||||||||||||||||
Debt instrument, maturity date | Sep. 25, 2025 | |||||||||||||||||||||||||||||||
Debt instrument, description of variable rate basis | LIBOR plus 2.75% | |||||||||||||||||||||||||||||||
Debt instrument, basis spread on variable rate | 1.50% | |||||||||||||||||||||||||||||||
Outstanding debt | 31,810,000 | [5] | $ 37,266,000 | |||||||||||||||||||||||||||||
Long-term debt, gross | $ 32,280,000 | [5] | 37,861,000 | [6] | ||||||||||||||||||||||||||||
Debt instrument, interest rate during period | [5] | 2.20% | 3.80% | 3.90% | ||||||||||||||||||||||||||||
ESOP Loans [Member] | ||||||||||||||||||||||||||||||||
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Debt instrument, description of variable rate basis | The loan bears interest at a) LIBOR plus 2.38% or b) the lender’s prime rate, at Griffon’s option. | |||||||||||||||||||||||||||||||
Debt instrument, basis spread on variable rate | 2.50% | |||||||||||||||||||||||||||||||
Outstanding debt | $ 36,520,000 | [6] | 34,150,000 | |||||||||||||||||||||||||||||
Long-term debt, gross | 36,744,000 | [6] | 34,387,000 | [1] | ||||||||||||||||||||||||||||
Debt instrument, periodic payment, principal | $ 655,000 | |||||||||||||||||||||||||||||||
Debt instrument, interest rate during period | [6] | 3.10% | 2.90% | 2.80% | ||||||||||||||||||||||||||||
Revolver due 2013 [Member] | ||||||||||||||||||||||||||||||||
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Debt instrument, description of variable rate basis | The revolving credit facility accrues interest at EURIBOR plus 2.20% per annum. | |||||||||||||||||||||||||||||||
Debt instrument, basis spread on variable rate | 1.75% | |||||||||||||||||||||||||||||||
Outstanding debt | $ 0 | |||||||||||||||||||||||||||||||
Proceeds from long-term lines of credit (in Euro) | € 5,000 | $ 5,612,000 | ||||||||||||||||||||||||||||||
Term Loan [Member] | ||||||||||||||||||||||||||||||||
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Long-term debt, percentage bearing fixed interest, percentage rate | 2.50% | 2.50% | 2.50% | 2.50% | 2.50% | |||||||||||||||||||||||||||
Outstanding debt | $ 11,223,000 | € 10,000 | ||||||||||||||||||||||||||||||
Proceeds from long-term lines of credit (in Euro) | € | 15,000 | |||||||||||||||||||||||||||||||
Quarterly installments | € | € 1,250 | |||||||||||||||||||||||||||||||
Non U.S. term loans [Member] | ||||||||||||||||||||||||||||||||
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Line of credit facility, amount outstanding | 2,202,000 | BRL 7,147 | ||||||||||||||||||||||||||||||
Outstanding debt | $ 38,843,000 | [2] | 33,422,000 | |||||||||||||||||||||||||||||
Long-term debt, gross | 39,142,000 | [2] | 33,669,000 | [7] | ||||||||||||||||||||||||||||
Maintains maximum amount of line of credit | $ 3,944,000 | BRL 12,800 | ||||||||||||||||||||||||||||||
Non U.S. term loans [Member] | Brazilian CDI [Member] | ||||||||||||||||||||||||||||||||
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Line of credit facility, interest rate at period end | 20.13% | 20.13% | 20.13% | 20.13% | 20.13% | |||||||||||||||||||||||||||
Non U.S. lines of credit [Member] | ||||||||||||||||||||||||||||||||
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Line of credit facility, remaining borrowing capacity | $ 7,569,000 | CAD 9,910,000 | ||||||||||||||||||||||||||||||
Outstanding debt | 8,931,000 | [2] | 11,461,000 | |||||||||||||||||||||||||||||
Long-term debt, gross | [2] | $ 8,934,000 | $ 11,462,000 | |||||||||||||||||||||||||||||
Proceeds from long-term lines of credit (in Euro) | CAD 15,000,000 | $ 11,457 | ||||||||||||||||||||||||||||||
Line of credit facility, interest rate description | The facility accrues interest at LIBOR (USD) or the Bankers Acceptance Rate (CDN) plus 1.3% per annum. | |||||||||||||||||||||||||||||||
Non U.S. lines of credit [Member] | LIBOR Rate [Member] | ||||||||||||||||||||||||||||||||
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Line of credit facility, interest rate at period end | 2.13% | 2.13% | 2.13% | 2.13% | 2.13% | |||||||||||||||||||||||||||
Non U.S. lines of credit [Member] | Bankers Acceptance Rate [Member] | ||||||||||||||||||||||||||||||||
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Line of credit facility, interest rate at period end | 2.12% | 2.12% | 2.12% | 2.12% | 2.12% | |||||||||||||||||||||||||||
Medium-term Notes [Member] | Term Loan Due 2019 [Member] | ||||||||||||||||||||||||||||||||
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Debt instrument, face amount | AUD | AUD 30,000,000 | |||||||||||||||||||||||||||||||
Number of loans refinanced with new debt instrument | loan | 2 | |||||||||||||||||||||||||||||||
Line of credit facility, amount outstanding | AUD 29,250,000 | $ 22,446,000 | ||||||||||||||||||||||||||||||
Debt instrument, periodic payment, principal | AUD | AUD 750,000 | |||||||||||||||||||||||||||||||
Debt Instrument, Periodic Payment Terms, Balloon Payment to be Paid | AUD | AUD 21,000,000 | |||||||||||||||||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||||||||||||||||
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Stock issued during period, shares, ESOP | shares | 548,912 | |||||||||||||||||||||||||||||||
Stock issued during period, value, ESOP | $ 9,213,000 | |||||||||||||||||||||||||||||||
ESOP, weighted average purchase price of shares purchased (in Dollars per share) | $ / shares | $ 16.78 | |||||||||||||||||||||||||||||||
ESOP repurchase obligation amount | $ 1,695,000 | |||||||||||||||||||||||||||||||
Subsequent Event [Member] | Convert. debt due 2017 [Member] | ||||||||||||||||||||||||||||||||
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Debt instrument, convertible, conversion ratio | 70.5867 | |||||||||||||||||||||||||||||||
Debt instrument, convertible, conversion price (in Dollars per share) | $ / shares | $ 14.17 | |||||||||||||||||||||||||||||||
Subsequent Event [Member] | ESOP Loans [Member] | ||||||||||||||||||||||||||||||||
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Debt instrument, periodic payment, principal | $ 569,000 | |||||||||||||||||||||||||||||||
Bank Bill Swap Bid Rate [Member] | Revolving Facility, June 2017 [Member] | Revolving Credit Facility [Member] | ||||||||||||||||||||||||||||||||
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Debt instrument, basis spread on variable rate | 2.00% | |||||||||||||||||||||||||||||||
Line of credit facility, interest rate at period end | 3.67% | 3.67% | 3.67% | 3.67% | 3.67% | |||||||||||||||||||||||||||
Bank Bill Swap Bid Rate [Member] | Medium-term Notes [Member] | Term Loan Due 2019 [Member] | ||||||||||||||||||||||||||||||||
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Debt instrument, basis spread on variable rate | 2.25% | |||||||||||||||||||||||||||||||
Debt instrument, interest rate at period end | 4.20% | 4.20% | 4.20% | 4.20% | 4.20% | |||||||||||||||||||||||||||
[1] | In October 2006, CBP entered into a capital lease totaling $14,290 for real estate in Troy, Ohio. The lease matures in 2022, bears interest at a fixed rate of 5.0%, is secured by a mortgage on the real estate and is guaranteed by Griff | |||||||||||||||||||||||||||||||
[2] | In September 2015, Clopay Europe GmbH (“Clopay Europe”) entered into a EUR 5,000 ($5,612 as of September 30, 2016) revolving credit facility and a EUR 15,000 term loan. The term loan is payable in twelve quarterly installments of EUR 1,250, bears interest at a fixed rate of 2.5% and matures in September 2018. The revolving facility matures in September 2017, but is renewable upon mutual agreement with the bank. The revolving credit facility accrues interest at EURIBOR plus 1.75% per annum (1.75% at September 30, 2016). The revolver and the term loan are both secured by substantially all of the assets of Clopay Europe and its subsidiaries. Griffon guarantees the revolving facility and term loan. The term loan had an outstanding balance of EUR 10,000 ($11,223 at September 30, 2016) and the revolver had no borrowings outstanding at September 30, 2016. Clopay Europe is required to maintain a certain minimum equity to assets ratio and is subject to a maximum debt leverage ratio (defined as the ratio of total debt to EBITDA). Clopay do Brasil maintains lines of credit of approximately R$12,800 ($3,944 as of September 30, 2016). Interest on borrowings accrues at a rate of Brazilian CDI plus 6.0% (20.13% at September 30, 2016). As of September 30, 2016, there was approximately R$7,147 ($2,202 as of September 30, 2016) borrowed under the lines. PPC guarantees the loan and lines.In November 2012, Garant G.P. (“Garant”) entered into a CAD 15,000 ($11,457 as of September 30, 2016) revolving credit facility. The facility accrues interest at LIBOR (USD) or the Bankers Acceptance Rate (CDN) plus 1.3% per annum (2.13% LIBOR USD and 2.12% Bankers Acceptance Rate CDN as of September 30, 2016). The revolving facility matures in October 2019. Garant is required to maintain a certain minimum equity. As of September 30, 2016, there were CAD 5,090 ($3,888 as of September 30, 2016) borrowed under the revolving credit facility with CAD 9,910 ($7,569 as of September 30, 2016) available for borrowin | |||||||||||||||||||||||||||||||
[3] | On May 18, 2016, in an unregistered offering through a private placement under Rule 144A, Griffon completed the add-on offering of $125,000 principal amount of its 5.25% senior notes due 2022, at 98.76% of par, to Griffon's previous issuance of $600,000 5.25% senior notes due in 2022, at par, which was completed on February 27, 2014 (collectively the “Senior Notes”). As of May 18, 2016, outstanding Senior Notes due totaled $725,000; interest is payable semi-annually on March 1 and September 1. The net proceeds of the add-on offering were used to pay down outstanding borrowings under Griffon's Revolving Credit Facility (the "Credit Agreement"). Proceeds from the $600,000 5.25% senior notes due in 2022 were used to redeem $550,000 of 7.125% senior notes due 2018, to pay a call and tender offer premium of $31,530 and to make interest payments of $16,716, with the balance used to pay a portion of the related transaction fees and expenses. In connection with the issuance of the Senior Notes, all obligations under the $550,000 of 7.125% senior notes due in 2018 were discharged. The Senior Notes are senior unsecured obligations of Griffon guaranteed by certain domestic subsidiaries, and subject to certain covenants, limitations and restrictions. On July 20, 2016 and June 18, 2014, Griffon exchanged all of the $125,000 and $600,000 Senior Notes, respectively, for substantially identical Senior Notes registered under the Securities Act of 1933 via an exchange offer. The fair value of the Senior Notes approximated $725,000 on September 30, 2016 based upon quoted market prices (level 1 inputs).In connection with the issuance and exchange of the $125,000 senior notes, Griffon capitalized $3,016 of underwriting fees and other expenses in the quarter, which will amortize over the term of such notes; Griffon capitalized $10,313 in connection with the previously issued $600,000 senior notes. Furthermore, in connection with the issuance of the previously issued $600,000 senior notes, Griffon recognized a loss on the early extinguishment of debt on the 7.125% senior notes aggregating $38,890, comprised of the $31,530 tender offer premium, the write-off of $6,574 of remaining deferred financing fees and $786 of prepaid interest on defeased notes. (b)On March 22, 2016, Griffon amended its Revolving Credit Facility (“Credit Agreement”) to increase the credit facility from$250,000 to $350,000, extend its maturity from March 13, 2020 to March 22, 2021, and modify certain other provisions of the facility. The facility includes a letter sub-facility with a limit of $50,000 and a multi-currency sub-facility of $50,000. The Credit Agreement provides for same day borrowings of base rate loans. Borrowings under the Credit Agreement may be repaid and re-borrowed at any time, subject to final maturity of the facility or the occurrence or event of default under the Credit Agreement. Interest is payable on borrowings at either a LIBOR or base rate benchmark rate, in each case without a floor, plus an applicable margin, which adjusts based on financial performance. Current margins are 1.25% for base rate loans and 2.25% for LIBOR loans. The Credit Agreement has certain financial maintenance tests including a maximum total leverage ratio, a maximum senior secured leverage ratio and a minimum interest coverage ratio, as well as customary affirmative and negative covenants and events of default. The negative covenants place limits on Griffon's ability to, among other things, incur indebtedness, incur liens, and make restricted payments and investments. Borrowings under the Credit Agreement are guaranteed by Griffon’s material domestic subsidiaries and are secured, on a first priority basis, by substantially all domestic assets of the Company and the guarantors, and a pledge of not greater than 65% of the equity interest in Griffon’s material, first-tier foreign subsidiaries (except that a lien on the assets of Griffon’s material domestic subsidiaries securing a limited amount of the debt under the credit agreement relating to Griffon's Employee Stock Ownership Plan ("ESOP") ranks pari passu with the lien granted on such assets under the Credit Agreement; see footnote (d) below). At September 30, 2016, there were no outstanding borrowings and standby letters of credit were $16,275 under the Credit Agreement; $333,725 was available, subject to certain loan covenants, for borrowing at that date | |||||||||||||||||||||||||||||||
[4] | On December 21, 2009, Griffon issued $100,000 principal of 4% convertible subordinated notes due 2017 (the “2017 Notes”). As of September 30, 2016, the current conversion rate of the 2017 Notes was 70.1632 shares of Griffon’s common stock per $1 principal amount of notes, corresponding to a conversion price of $14.25 per share. Since July 15, 2016, any holder has had the option to convert such holder's notes. Under the terms of the 2017 Notes, Griffon has the right to settle the conversion of the 2017 Notes in cash, stock or a combination of cash and stock. On July 14, 2016, Griffon announced that it will settle, upon conversion, up to $125,000 of the conversion value of the 2017 Notes in cash, with amounts in excess of $125,000, if any, to be settled in shares of Griffon common stock. At both September 30, 2016 and 2015, the 2017 Notes had a capital in excess of par component, net of tax, of $15,720. The fair value of the 2017 Notes approximated $121,563 on September 30, 2016 based upon quoted market prices (level 1 inputs) | |||||||||||||||||||||||||||||||
[5] | In September 2015 and March 2016, Griffon entered into mortgage loans in the amount of $32,280 and $8,000, respectively. The mortgage loans are secured by four properties occupied by Griffon's subsidiaries. The loans mature in September 2025, and April 2018, respectively, are collateralized by the specific properties financed and are guaranteed by Griffon. The loans bear interest at a rate of LIBOR plus 1.50%. | |||||||||||||||||||||||||||||||
[6] | In August 2016, Griffon’s ESOP entered into an agreement that refinanced the existing ESOP loan into a new Term Loan in the amount of $35,092 (the "Agreement"). The Agreement also provided for a Line Note with $10,908 available to purchase shares of Griffon common stock in the open market. The availability period for the Line Note runs through August 2017 at which point the outstanding balance under the Line Note will be combined with the Term Loan. The Term Loan and Line Note bear interest at LIBOR plus 2.50%. The Term Loan requires quarterly principal payments of $655 through September 30, 2016 and $569 thereafter, with a balloon payment due at maturity on March 22, 2020. The Term Loan is secured by shares purchased with the proceeds of the loan and with a lien on a specific amount of Griffon assets (which lien ranks pari passu with the lien granted on such assets under the Credit Agreement) and is guaranteed by Griffon. As of September 30, 2016, $34,150, net of issuance costs, was outstanding under the Term Loan. Subsequent to September 30, 2016 and through November 11, 2016, Griffon's ESOP purchased 548,912 shares of common stock for a total of $9,213 or $16.78 per share. The remaining amount available on the authorization is $1,695. | |||||||||||||||||||||||||||||||
[7] | n July 2016, Griffon Australia and its Australian subsidiaries entered into an AUD 30,000 term loan and an AUD 10,000 revolver. The term loan refinanced two existing term loans and the revolver replaced two existing lines. The term loan requires quarterly principal payments of AUD 750 plus interest with a balloon payment of AUD 21,000 due upon maturity in June 2019, and accrues interest at Bank Bill Swap Bid Rate “BBSY” plus 2.25% per annum (4.20% at September 30, 2016). As of September 30, 2016, the term had an outstanding balance of AUD 29,250 ($22,446 as of September 30, 2016) on the term loans, net of issuance costs. The revolving facility matures in June 2017 but is renewable upon mutual agreement with the bank, and accrues interest at BBSY plus 2.0% per annum (3.67% at September 30, 2016). The revolver had an outstanding balance of AUD 7,000 ($5,372 at September 30, 2016). The revolver and the term loan are both secured by substantially all of the assets of Griffon Australia and its subsidiaries. Griffon guarantees the term loan. Griffon Australia is required to maintain a certain minimum equity level and is subject to a maximum leverage ratio and a minimum fixed charges cover ratio.(h) |
NOTES PAYABLE, CAPITALIZED LE67
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Details) - Summary of Long-Term Debt - USD ($) $ in Thousands | 12 Months Ended | |||||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 | ||||
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Details) - Summary of Long-Term Debt [Line Items] | ||||||
Interest Paid | $ 43,839 | $ 41,191 | $ 42,020 | |||
Amortization of Debt Discount (Premium) | 4,449 | 3,989 | 3,662 | |||
Amortization of Financing Costs | 2,966 | 2,993 | 2,765 | |||
Interest Expense, Debt | 51,254 | 48,173 | 48,447 | |||
Capitalized interest | $ (1,082) | $ (670) | (1,093) | |||
Effective Interest Rate | 6.00% | 5.46% | ||||
Outstanding Balance | $ 952,856 | $ 861,199 | ||||
less: Current portion | (22,644) | (16,593) | ||||
Long-term debt | 930,212 | 844,606 | ||||
Original Issuer Discount | (2,695) | (5,594) | ||||
less: Current portion | 0 | 0 | ||||
Capitalized Fees & Expenses, Current | 0 | 0 | ||||
Long-term debt | (2,695) | (5,594) | ||||
Capitalized Fees & Expenses, Noncurrent | (13,603) | (12,036) | ||||
Balance Sheet | 936,558 | 843,569 | ||||
less: Current portion | (22,644) | (16,593) | ||||
Long-term debt | 913,914 | 826,976 | ||||
Capitalized Fees & Expenses | (13,603) | (12,036) | ||||
Senior note due 2022 [Member] | ||||||
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Details) - Summary of Long-Term Debt [Line Items] | ||||||
Interest Paid | 33,906 | [1] | 31,500 | [1] | 18,550 | |
Amortization of Debt Discount (Premium) | [1] | 103 | 0 | |||
Amortization of Financing Costs | 1,481 | [1] | 1,289 | [1] | 759 | |
Interest Expense, Debt | $ 35,490 | [1] | 32,789 | [1] | $ 19,309 | |
Effective Interest Rate | 5.48% | [1] | 5.30% | |||
Outstanding Balance | [1] | $ 725,000 | ||||
Original Issuer Discount | (1,447) | |||||
Balance Sheet | 713,754 | |||||
Capitalized Fees & Expenses | [1] | $ (9,799) | ||||
Coupon Interest Rate | [1] | 5.25% | ||||
Revolving Credit Facility [Member] | ||||||
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Details) - Summary of Long-Term Debt [Line Items] | ||||||
Interest Paid | 2,301 | |||||
Amortization of Debt Discount (Premium) | 0 | |||||
Amortization of Financing Costs | 520 | |||||
Interest Expense, Debt | 2,821 | |||||
Senior notes due 2018 [Member] | ||||||
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Details) - Summary of Long-Term Debt [Line Items] | ||||||
Interest Paid | [1] | $ 15,930 | ||||
Amortization of Debt Discount (Premium) | [1] | 0 | ||||
Amortization of Financing Costs | [1] | 667 | ||||
Interest Expense, Debt | [1] | $ 16,597 | ||||
Effective Interest Rate | [1] | 7.40% | ||||
Outstanding Balance | [1] | 600,000 | ||||
Original Issuer Discount | [1] | 0 | ||||
Balance Sheet | [1] | 591,736 | ||||
Capitalized Fees & Expenses | [1] | $ (8,264) | ||||
Coupon Interest Rate | [1] | 5.25% | ||||
Revolver due 2019 [Member] | ||||||
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Details) - Summary of Long-Term Debt [Line Items] | ||||||
Outstanding Balance | $ 0 | [2] | $ 35,000 | [1] | ||
Original Issuer Discount | 0 | [2] | 0 | [1] | ||
Balance Sheet | [1] | 32,951 | ||||
Capitalized Fees & Expenses | (2,425) | [2] | (2,049) | [1] | ||
Convert. debt due 2017 [Member] | ||||||
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Details) - Summary of Long-Term Debt [Line Items] | ||||||
Interest Paid | [2] | 4,000 | 4,000 | $ 4,000 | ||
Amortization of Debt Discount (Premium) | [2] | 4,346 | 3,989 | 3,662 | ||
Amortization of Financing Costs | [2] | 443 | 444 | 443 | ||
Interest Expense, Debt | [2] | $ 8,789 | $ 8,433 | $ 8,105 | ||
Effective Interest Rate | [2] | 9.00% | 9.10% | 9.10% | ||
Outstanding Balance | $ 100,000 | [3] | $ 100,000 | [2] | ||
Original Issuer Discount | (1,248) | [3] | (5,594) | [2] | ||
Balance Sheet | 98,604 | 93,835 | [2] | |||
Capitalized Fees & Expenses | $ (148) | [3] | $ (571) | [2] | ||
Coupon Interest Rate | 4.00% | [3] | 4.00% | [2] | ||
Real estate mortgages [Member] | ||||||
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Details) - Summary of Long-Term Debt [Line Items] | ||||||
Interest Paid | [3] | $ 695 | $ 468 | $ 500 | ||
Amortization of Debt Discount (Premium) | [3] | 0 | 0 | 0 | ||
Amortization of Financing Costs | [3] | 82 | 576 | 144 | ||
Interest Expense, Debt | [3] | $ 777 | $ 1,044 | $ 644 | ||
Effective Interest Rate | [3] | 2.20% | 3.80% | 3.90% | ||
Outstanding Balance | $ 37,861 | [4] | $ 32,280 | [3] | ||
Original Issuer Discount | 0 | [4] | 0 | [3] | ||
Balance Sheet | 37,266 | 31,810 | [3] | |||
Capitalized Fees & Expenses | (595) | [4] | (470) | [3] | ||
ESOP Loans [Member] | ||||||
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Details) - Summary of Long-Term Debt [Line Items] | ||||||
Interest Paid | [4] | 1,090 | 1,025 | $ 747 | ||
Amortization of Debt Discount (Premium) | [4] | 0 | 0 | 0 | ||
Amortization of Financing Costs | [4] | 236 | 69 | 54 | ||
Interest Expense, Debt | [4] | $ 1,326 | $ 1,094 | $ 801 | ||
Effective Interest Rate | [4] | 3.10% | 2.90% | 2.80% | ||
Outstanding Balance | $ 34,387 | [5] | $ 36,744 | [4] | ||
Original Issuer Discount | 0 | [5] | 0 | [4] | ||
Balance Sheet | 34,150 | 36,520 | [4] | |||
Capitalized Fees & Expenses | (237) | [5] | (224) | [4] | ||
Capital lease - real estate [Member] | ||||||
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Details) - Summary of Long-Term Debt [Line Items] | ||||||
Interest Paid | [5] | 353 | 405 | $ 456 | ||
Amortization of Debt Discount (Premium) | [5] | 0 | 0 | 0 | ||
Amortization of Financing Costs | [5] | 25 | 25 | 25 | ||
Interest Expense, Debt | [5] | $ 378 | $ 430 | $ 481 | ||
Effective Interest Rate | [5] | 5.50% | 5.30% | 5.30% | ||
Outstanding Balance | $ 6,447 | [6] | $ 7,524 | [5] | ||
Original Issuer Discount | 0 | [6] | 0 | [5] | ||
Balance Sheet | 6,316 | 7,368 | [5] | |||
Capitalized Fees & Expenses | $ (131) | [6] | $ (156) | [5] | ||
Coupon Interest Rate | 5.00% | [6] | 5.00% | [5] | ||
Non U.S. lines of credit [Member] | ||||||
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Details) - Summary of Long-Term Debt [Line Items] | ||||||
Interest Paid | [7] | $ 950 | $ 661 | $ 919 | ||
Amortization of Debt Discount (Premium) | [7] | 0 | 0 | 0 | ||
Amortization of Financing Costs | [7] | 91 | 0 | 27 | ||
Interest Expense, Debt | [7] | 1,041 | 661 | 946 | ||
Outstanding Balance | [6] | 11,462 | 8,934 | |||
Original Issuer Discount | [6] | 0 | ||||
Balance Sheet | 11,461 | 8,931 | [6] | |||
Capitalized Fees & Expenses | [6] | (1) | (3) | |||
Non U.S. term loans [Member] | ||||||
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Details) - Summary of Long-Term Debt [Line Items] | ||||||
Interest Paid | [7] | 1,080 | 1,335 | 847 | ||
Amortization of Debt Discount (Premium) | [7] | 0 | 0 | 0 | ||
Amortization of Financing Costs | [7] | 87 | 57 | 36 | ||
Interest Expense, Debt | [7] | 1,167 | 1,392 | 883 | ||
Outstanding Balance | 33,669 | [7] | 39,142 | [6] | ||
Original Issuer Discount | 0 | [7] | 0 | [6] | ||
Balance Sheet | 33,422 | 38,843 | [6] | |||
Capitalized Fees & Expenses | (247) | [7] | (299) | [6] | ||
Other long term debt [Member] | ||||||
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Details) - Summary of Long-Term Debt [Line Items] | ||||||
Interest Paid | 283 | 166 | 70 | |||
Amortization of Debt Discount (Premium) | 0 | 0 | ||||
Amortization of Financing Costs | 9 | 13 | 40 | |||
Interest Expense, Debt | 292 | 179 | $ 110 | |||
Outstanding Balance | [7] | 4,030 | 1,575 | |||
Original Issuer Discount | [7] | 0 | 0 | |||
Balance Sheet | 4,010 | 1,575 | [7] | |||
Capitalized Fees & Expenses | [7] | $ (20) | $ 0 | |||
[1] | On May 18, 2016, in an unregistered offering through a private placement under Rule 144A, Griffon completed the add-on offering of $125,000 principal amount of its 5.25% senior notes due 2022, at 98.76% of par, to Griffon's previous issuance of $600,000 5.25% senior notes due in 2022, at par, which was completed on February 27, 2014 (collectively the “Senior Notes”). As of May 18, 2016, outstanding Senior Notes due totaled $725,000; interest is payable semi-annually on March 1 and September 1. The net proceeds of the add-on offering were used to pay down outstanding borrowings under Griffon's Revolving Credit Facility (the "Credit Agreement"). Proceeds from the $600,000 5.25% senior notes due in 2022 were used to redeem $550,000 of 7.125% senior notes due 2018, to pay a call and tender offer premium of $31,530 and to make interest payments of $16,716, with the balance used to pay a portion of the related transaction fees and expenses. In connection with the issuance of the Senior Notes, all obligations under the $550,000 of 7.125% senior notes due in 2018 were discharged. The Senior Notes are senior unsecured obligations of Griffon guaranteed by certain domestic subsidiaries, and subject to certain covenants, limitations and restrictions. On July 20, 2016 and June 18, 2014, Griffon exchanged all of the $125,000 and $600,000 Senior Notes, respectively, for substantially identical Senior Notes registered under the Securities Act of 1933 via an exchange offer. The fair value of the Senior Notes approximated $725,000 on September 30, 2016 based upon quoted market prices (level 1 inputs).In connection with the issuance and exchange of the $125,000 senior notes, Griffon capitalized $3,016 of underwriting fees and other expenses in the quarter, which will amortize over the term of such notes; Griffon capitalized $10,313 in connection with the previously issued $600,000 senior notes. Furthermore, in connection with the issuance of the previously issued $600,000 senior notes, Griffon recognized a loss on the early extinguishment of debt on the 7.125% senior notes aggregating $38,890, comprised of the $31,530 tender offer premium, the write-off of $6,574 of remaining deferred financing fees and $786 of prepaid interest on defeased notes. (b)On March 22, 2016, Griffon amended its Revolving Credit Facility (“Credit Agreement”) to increase the credit facility from$250,000 to $350,000, extend its maturity from March 13, 2020 to March 22, 2021, and modify certain other provisions of the facility. The facility includes a letter sub-facility with a limit of $50,000 and a multi-currency sub-facility of $50,000. The Credit Agreement provides for same day borrowings of base rate loans. Borrowings under the Credit Agreement may be repaid and re-borrowed at any time, subject to final maturity of the facility or the occurrence or event of default under the Credit Agreement. Interest is payable on borrowings at either a LIBOR or base rate benchmark rate, in each case without a floor, plus an applicable margin, which adjusts based on financial performance. Current margins are 1.25% for base rate loans and 2.25% for LIBOR loans. The Credit Agreement has certain financial maintenance tests including a maximum total leverage ratio, a maximum senior secured leverage ratio and a minimum interest coverage ratio, as well as customary affirmative and negative covenants and events of default. The negative covenants place limits on Griffon's ability to, among other things, incur indebtedness, incur liens, and make restricted payments and investments. Borrowings under the Credit Agreement are guaranteed by Griffon’s material domestic subsidiaries and are secured, on a first priority basis, by substantially all domestic assets of the Company and the guarantors, and a pledge of not greater than 65% of the equity interest in Griffon’s material, first-tier foreign subsidiaries (except that a lien on the assets of Griffon’s material domestic subsidiaries securing a limited amount of the debt under the credit agreement relating to Griffon's Employee Stock Ownership Plan ("ESOP") ranks pari passu with the lien granted on such assets under the Credit Agreement; see footnote (d) below). At September 30, 2016, there were no outstanding borrowings and standby letters of credit were $16,275 under the Credit Agreement; $333,725 was available, subject to certain loan covenants, for borrowing at that date | |||||
[2] | On December 21, 2009, Griffon issued $100,000 principal of 4% convertible subordinated notes due 2017 (the “2017 Notes”). As of September 30, 2016, the current conversion rate of the 2017 Notes was 70.1632 shares of Griffon’s common stock per $1 principal amount of notes, corresponding to a conversion price of $14.25 per share. Since July 15, 2016, any holder has had the option to convert such holder's notes. Under the terms of the 2017 Notes, Griffon has the right to settle the conversion of the 2017 Notes in cash, stock or a combination of cash and stock. On July 14, 2016, Griffon announced that it will settle, upon conversion, up to $125,000 of the conversion value of the 2017 Notes in cash, with amounts in excess of $125,000, if any, to be settled in shares of Griffon common stock. At both September 30, 2016 and 2015, the 2017 Notes had a capital in excess of par component, net of tax, of $15,720. The fair value of the 2017 Notes approximated $121,563 on September 30, 2016 based upon quoted market prices (level 1 inputs) | |||||
[3] | In September 2015 and March 2016, Griffon entered into mortgage loans in the amount of $32,280 and $8,000, respectively. The mortgage loans are secured by four properties occupied by Griffon's subsidiaries. The loans mature in September 2025, and April 2018, respectively, are collateralized by the specific properties financed and are guaranteed by Griffon. The loans bear interest at a rate of LIBOR plus 1.50%. | |||||
[4] | In August 2016, Griffon’s ESOP entered into an agreement that refinanced the existing ESOP loan into a new Term Loan in the amount of $35,092 (the "Agreement"). The Agreement also provided for a Line Note with $10,908 available to purchase shares of Griffon common stock in the open market. The availability period for the Line Note runs through August 2017 at which point the outstanding balance under the Line Note will be combined with the Term Loan. The Term Loan and Line Note bear interest at LIBOR plus 2.50%. The Term Loan requires quarterly principal payments of $655 through September 30, 2016 and $569 thereafter, with a balloon payment due at maturity on March 22, 2020. The Term Loan is secured by shares purchased with the proceeds of the loan and with a lien on a specific amount of Griffon assets (which lien ranks pari passu with the lien granted on such assets under the Credit Agreement) and is guaranteed by Griffon. As of September 30, 2016, $34,150, net of issuance costs, was outstanding under the Term Loan. Subsequent to September 30, 2016 and through November 11, 2016, Griffon's ESOP purchased 548,912 shares of common stock for a total of $9,213 or $16.78 per share. The remaining amount available on the authorization is $1,695. | |||||
[5] | In October 2006, CBP entered into a capital lease totaling $14,290 for real estate in Troy, Ohio. The lease matures in 2022, bears interest at a fixed rate of 5.0%, is secured by a mortgage on the real estate and is guaranteed by Griff | |||||
[6] | In September 2015, Clopay Europe GmbH (“Clopay Europe”) entered into a EUR 5,000 ($5,612 as of September 30, 2016) revolving credit facility and a EUR 15,000 term loan. The term loan is payable in twelve quarterly installments of EUR 1,250, bears interest at a fixed rate of 2.5% and matures in September 2018. The revolving facility matures in September 2017, but is renewable upon mutual agreement with the bank. The revolving credit facility accrues interest at EURIBOR plus 1.75% per annum (1.75% at September 30, 2016). The revolver and the term loan are both secured by substantially all of the assets of Clopay Europe and its subsidiaries. Griffon guarantees the revolving facility and term loan. The term loan had an outstanding balance of EUR 10,000 ($11,223 at September 30, 2016) and the revolver had no borrowings outstanding at September 30, 2016. Clopay Europe is required to maintain a certain minimum equity to assets ratio and is subject to a maximum debt leverage ratio (defined as the ratio of total debt to EBITDA). Clopay do Brasil maintains lines of credit of approximately R$12,800 ($3,944 as of September 30, 2016). Interest on borrowings accrues at a rate of Brazilian CDI plus 6.0% (20.13% at September 30, 2016). As of September 30, 2016, there was approximately R$7,147 ($2,202 as of September 30, 2016) borrowed under the lines. PPC guarantees the loan and lines.In November 2012, Garant G.P. (“Garant”) entered into a CAD 15,000 ($11,457 as of September 30, 2016) revolving credit facility. The facility accrues interest at LIBOR (USD) or the Bankers Acceptance Rate (CDN) plus 1.3% per annum (2.13% LIBOR USD and 2.12% Bankers Acceptance Rate CDN as of September 30, 2016). The revolving facility matures in October 2019. Garant is required to maintain a certain minimum equity. As of September 30, 2016, there were CAD 5,090 ($3,888 as of September 30, 2016) borrowed under the revolving credit facility with CAD 9,910 ($7,569 as of September 30, 2016) available for borrowin | |||||
[7] | n July 2016, Griffon Australia and its Australian subsidiaries entered into an AUD 30,000 term loan and an AUD 10,000 revolver. The term loan refinanced two existing term loans and the revolver replaced two existing lines. The term loan requires quarterly principal payments of AUD 750 plus interest with a balloon payment of AUD 21,000 due upon maturity in June 2019, and accrues interest at Bank Bill Swap Bid Rate “BBSY” plus 2.25% per annum (4.20% at September 30, 2016). As of September 30, 2016, the term had an outstanding balance of AUD 29,250 ($22,446 as of September 30, 2016) on the term loans, net of issuance costs. The revolving facility matures in June 2017 but is renewable upon mutual agreement with the bank, and accrues interest at BBSY plus 2.0% per annum (3.67% at September 30, 2016). The revolver had an outstanding balance of AUD 7,000 ($5,372 at September 30, 2016). The revolver and the term loan are both secured by substantially all of the assets of Griffon Australia and its subsidiaries. Griffon guarantees the term loan. Griffon Australia is required to maintain a certain minimum equity level and is subject to a maximum leverage ratio and a minimum fixed charges cover ratio.(h) |
NOTES PAYABLE, CAPITALIZED LE68
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Details) - Summary of Interest Expense Incurred - USD ($) $ in Thousands | 12 Months Ended | |||||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 | ||||
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Details) - Summary of Interest Expense Incurred [Line Items] | ||||||
Effective Interest Rate | 6.00% | 5.46% | ||||
Cash Interest | $ 43,839 | $ 41,191 | $ 42,020 | |||
Amort. Debt Discount | 4,449 | 3,989 | 3,662 | |||
Amort. Deferred Cost & Other Fees | 2,966 | 2,993 | 2,765 | |||
Total Interest Expense | $ 51,254 | 48,173 | $ 48,447 | |||
Senior notes due 2018 [Member] | ||||||
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Details) - Summary of Interest Expense Incurred [Line Items] | ||||||
Effective Interest Rate | [1] | 7.40% | ||||
Cash Interest | [1] | $ 15,930 | ||||
Amort. Debt Discount | [1] | 0 | ||||
Amort. Deferred Cost & Other Fees | [1] | 667 | ||||
Total Interest Expense | [1] | $ 16,597 | ||||
Senior note due 2022 [Member] | ||||||
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Details) - Summary of Interest Expense Incurred [Line Items] | ||||||
Effective Interest Rate | 5.48% | [1] | 5.30% | |||
Cash Interest | $ 33,906 | [1] | 31,500 | [1] | $ 18,550 | |
Amort. Debt Discount | [1] | 103 | 0 | |||
Amort. Deferred Cost & Other Fees | 1,481 | [1] | 1,289 | [1] | 759 | |
Total Interest Expense | 35,490 | [1] | $ 32,789 | [1] | 19,309 | |
Revolver due 2018 [Member] | ||||||
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Details) - Summary of Interest Expense Incurred [Line Items] | ||||||
Cash Interest | [1] | 2,564 | 1,094 | |||
Amort. Debt Discount | [1] | 0 | 0 | |||
Amort. Deferred Cost & Other Fees | [1] | 512 | 570 | |||
Total Interest Expense | [1] | $ 3,076 | $ 1,664 | |||
Convert. debt due 2017 [Member] | ||||||
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Details) - Summary of Interest Expense Incurred [Line Items] | ||||||
Effective Interest Rate | [2] | 9.00% | 9.10% | 9.10% | ||
Cash Interest | [2] | $ 4,000 | $ 4,000 | $ 4,000 | ||
Amort. Debt Discount | [2] | 4,346 | 3,989 | 3,662 | ||
Amort. Deferred Cost & Other Fees | [2] | 443 | 444 | 443 | ||
Total Interest Expense | [2] | $ 8,789 | $ 8,433 | $ 8,105 | ||
Real estate mortgages [Member] | ||||||
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Details) - Summary of Interest Expense Incurred [Line Items] | ||||||
Effective Interest Rate | [3] | 2.20% | 3.80% | 3.90% | ||
Cash Interest | [3] | $ 695 | $ 468 | $ 500 | ||
Amort. Debt Discount | [3] | 0 | 0 | 0 | ||
Amort. Deferred Cost & Other Fees | [3] | 82 | 576 | 144 | ||
Total Interest Expense | [3] | $ 777 | $ 1,044 | $ 644 | ||
ESOP Loans [Member] | ||||||
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Details) - Summary of Interest Expense Incurred [Line Items] | ||||||
Effective Interest Rate | [4] | 3.10% | 2.90% | 2.80% | ||
Cash Interest | [4] | $ 1,090 | $ 1,025 | $ 747 | ||
Amort. Debt Discount | [4] | 0 | 0 | 0 | ||
Amort. Deferred Cost & Other Fees | [4] | 236 | 69 | 54 | ||
Total Interest Expense | [4] | $ 1,326 | $ 1,094 | $ 801 | ||
Capital lease - real estate [Member] | ||||||
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Details) - Summary of Interest Expense Incurred [Line Items] | ||||||
Effective Interest Rate | [5] | 5.50% | 5.30% | 5.30% | ||
Cash Interest | [5] | $ 353 | $ 405 | $ 456 | ||
Amort. Debt Discount | [5] | 0 | 0 | 0 | ||
Amort. Deferred Cost & Other Fees | [5] | 25 | 25 | 25 | ||
Total Interest Expense | [5] | 378 | 430 | 481 | ||
Non U.S. lines of credit [Member] | ||||||
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Details) - Summary of Interest Expense Incurred [Line Items] | ||||||
Cash Interest | [6] | 950 | 661 | 919 | ||
Amort. Debt Discount | [6] | 0 | 0 | 0 | ||
Amort. Deferred Cost & Other Fees | [6] | 91 | 0 | 27 | ||
Total Interest Expense | [6] | 1,041 | 661 | 946 | ||
Non U.S. term loans [Member] | ||||||
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Details) - Summary of Interest Expense Incurred [Line Items] | ||||||
Cash Interest | [6] | 1,080 | 1,335 | 847 | ||
Amort. Debt Discount | [6] | 0 | 0 | 0 | ||
Amort. Deferred Cost & Other Fees | [6] | 87 | 57 | 36 | ||
Total Interest Expense | [6] | 1,167 | 1,392 | 883 | ||
Other long term debt [Member] | ||||||
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Details) - Summary of Interest Expense Incurred [Line Items] | ||||||
Cash Interest | 283 | 166 | 70 | |||
Amort. Debt Discount | 0 | 0 | ||||
Amort. Deferred Cost & Other Fees | 9 | 13 | 40 | |||
Total Interest Expense | $ 292 | $ 179 | $ 110 | |||
[1] | On May 18, 2016, in an unregistered offering through a private placement under Rule 144A, Griffon completed the add-on offering of $125,000 principal amount of its 5.25% senior notes due 2022, at 98.76% of par, to Griffon's previous issuance of $600,000 5.25% senior notes due in 2022, at par, which was completed on February 27, 2014 (collectively the “Senior Notes”). As of May 18, 2016, outstanding Senior Notes due totaled $725,000; interest is payable semi-annually on March 1 and September 1. The net proceeds of the add-on offering were used to pay down outstanding borrowings under Griffon's Revolving Credit Facility (the "Credit Agreement"). Proceeds from the $600,000 5.25% senior notes due in 2022 were used to redeem $550,000 of 7.125% senior notes due 2018, to pay a call and tender offer premium of $31,530 and to make interest payments of $16,716, with the balance used to pay a portion of the related transaction fees and expenses. In connection with the issuance of the Senior Notes, all obligations under the $550,000 of 7.125% senior notes due in 2018 were discharged. The Senior Notes are senior unsecured obligations of Griffon guaranteed by certain domestic subsidiaries, and subject to certain covenants, limitations and restrictions. On July 20, 2016 and June 18, 2014, Griffon exchanged all of the $125,000 and $600,000 Senior Notes, respectively, for substantially identical Senior Notes registered under the Securities Act of 1933 via an exchange offer. The fair value of the Senior Notes approximated $725,000 on September 30, 2016 based upon quoted market prices (level 1 inputs).In connection with the issuance and exchange of the $125,000 senior notes, Griffon capitalized $3,016 of underwriting fees and other expenses in the quarter, which will amortize over the term of such notes; Griffon capitalized $10,313 in connection with the previously issued $600,000 senior notes. Furthermore, in connection with the issuance of the previously issued $600,000 senior notes, Griffon recognized a loss on the early extinguishment of debt on the 7.125% senior notes aggregating $38,890, comprised of the $31,530 tender offer premium, the write-off of $6,574 of remaining deferred financing fees and $786 of prepaid interest on defeased notes. (b)On March 22, 2016, Griffon amended its Revolving Credit Facility (“Credit Agreement”) to increase the credit facility from$250,000 to $350,000, extend its maturity from March 13, 2020 to March 22, 2021, and modify certain other provisions of the facility. The facility includes a letter sub-facility with a limit of $50,000 and a multi-currency sub-facility of $50,000. The Credit Agreement provides for same day borrowings of base rate loans. Borrowings under the Credit Agreement may be repaid and re-borrowed at any time, subject to final maturity of the facility or the occurrence or event of default under the Credit Agreement. Interest is payable on borrowings at either a LIBOR or base rate benchmark rate, in each case without a floor, plus an applicable margin, which adjusts based on financial performance. Current margins are 1.25% for base rate loans and 2.25% for LIBOR loans. The Credit Agreement has certain financial maintenance tests including a maximum total leverage ratio, a maximum senior secured leverage ratio and a minimum interest coverage ratio, as well as customary affirmative and negative covenants and events of default. The negative covenants place limits on Griffon's ability to, among other things, incur indebtedness, incur liens, and make restricted payments and investments. Borrowings under the Credit Agreement are guaranteed by Griffon’s material domestic subsidiaries and are secured, on a first priority basis, by substantially all domestic assets of the Company and the guarantors, and a pledge of not greater than 65% of the equity interest in Griffon’s material, first-tier foreign subsidiaries (except that a lien on the assets of Griffon’s material domestic subsidiaries securing a limited amount of the debt under the credit agreement relating to Griffon's Employee Stock Ownership Plan ("ESOP") ranks pari passu with the lien granted on such assets under the Credit Agreement; see footnote (d) below). At September 30, 2016, there were no outstanding borrowings and standby letters of credit were $16,275 under the Credit Agreement; $333,725 was available, subject to certain loan covenants, for borrowing at that date | |||||
[2] | On December 21, 2009, Griffon issued $100,000 principal of 4% convertible subordinated notes due 2017 (the “2017 Notes”). As of September 30, 2016, the current conversion rate of the 2017 Notes was 70.1632 shares of Griffon’s common stock per $1 principal amount of notes, corresponding to a conversion price of $14.25 per share. Since July 15, 2016, any holder has had the option to convert such holder's notes. Under the terms of the 2017 Notes, Griffon has the right to settle the conversion of the 2017 Notes in cash, stock or a combination of cash and stock. On July 14, 2016, Griffon announced that it will settle, upon conversion, up to $125,000 of the conversion value of the 2017 Notes in cash, with amounts in excess of $125,000, if any, to be settled in shares of Griffon common stock. At both September 30, 2016 and 2015, the 2017 Notes had a capital in excess of par component, net of tax, of $15,720. The fair value of the 2017 Notes approximated $121,563 on September 30, 2016 based upon quoted market prices (level 1 inputs) | |||||
[3] | In September 2015 and March 2016, Griffon entered into mortgage loans in the amount of $32,280 and $8,000, respectively. The mortgage loans are secured by four properties occupied by Griffon's subsidiaries. The loans mature in September 2025, and April 2018, respectively, are collateralized by the specific properties financed and are guaranteed by Griffon. The loans bear interest at a rate of LIBOR plus 1.50%. | |||||
[4] | In August 2016, Griffon’s ESOP entered into an agreement that refinanced the existing ESOP loan into a new Term Loan in the amount of $35,092 (the "Agreement"). The Agreement also provided for a Line Note with $10,908 available to purchase shares of Griffon common stock in the open market. The availability period for the Line Note runs through August 2017 at which point the outstanding balance under the Line Note will be combined with the Term Loan. The Term Loan and Line Note bear interest at LIBOR plus 2.50%. The Term Loan requires quarterly principal payments of $655 through September 30, 2016 and $569 thereafter, with a balloon payment due at maturity on March 22, 2020. The Term Loan is secured by shares purchased with the proceeds of the loan and with a lien on a specific amount of Griffon assets (which lien ranks pari passu with the lien granted on such assets under the Credit Agreement) and is guaranteed by Griffon. As of September 30, 2016, $34,150, net of issuance costs, was outstanding under the Term Loan. Subsequent to September 30, 2016 and through November 11, 2016, Griffon's ESOP purchased 548,912 shares of common stock for a total of $9,213 or $16.78 per share. The remaining amount available on the authorization is $1,695. | |||||
[5] | In October 2006, CBP entered into a capital lease totaling $14,290 for real estate in Troy, Ohio. The lease matures in 2022, bears interest at a fixed rate of 5.0%, is secured by a mortgage on the real estate and is guaranteed by Griff | |||||
[6] | n July 2016, Griffon Australia and its Australian subsidiaries entered into an AUD 30,000 term loan and an AUD 10,000 revolver. The term loan refinanced two existing term loans and the revolver replaced two existing lines. The term loan requires quarterly principal payments of AUD 750 plus interest with a balloon payment of AUD 21,000 due upon maturity in June 2019, and accrues interest at Bank Bill Swap Bid Rate “BBSY” plus 2.25% per annum (4.20% at September 30, 2016). As of September 30, 2016, the term had an outstanding balance of AUD 29,250 ($22,446 as of September 30, 2016) on the term loans, net of issuance costs. The revolving facility matures in June 2017 but is renewable upon mutual agreement with the bank, and accrues interest at BBSY plus 2.0% per annum (3.67% at September 30, 2016). The revolver had an outstanding balance of AUD 7,000 ($5,372 at September 30, 2016). The revolver and the term loan are both secured by substantially all of the assets of Griffon Australia and its subsidiaries. Griffon guarantees the term loan. Griffon Australia is required to maintain a certain minimum equity level and is subject to a maximum leverage ratio and a minimum fixed charges cover ratio.(h) |
EMPLOYEE BENEFIT PLANS (Details
EMPLOYEE BENEFIT PLANS (Details) € in Thousands | 12 Months Ended | ||||
Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Sep. 30, 2014EUR (€) | Jan. 01, 2016 | |
EMPLOYEE BENEFIT PLANS (Details) [Line Items] | |||||
Defined contribution plan, employer discretionary contribution amount | $ 8,301,000 | $ 7,988,000 | $ 8,207,000 | ||
Postemployment benefits liability | $ 2,081,000 | 2,035,000 | |||
Change in discount rate | 10.00% | ||||
Tax benefit for amortization of pension cost | $ 831,000 | 764,000 | 677,000 | ||
Defined benefit plan, actuarial gain (loss) | 3,320,000 | ||||
Service cost | $ 23,000 | ||||
Adjusted funding target attainment percent | 99.60% | ||||
Adjusted funding target attainment percent, threshold | 80.00% | ||||
Defined benefit plan, target plan asset allocations | 100.00% | ||||
Defined benefit plans, estimated future employer contributions in next fiscal year | $ 0 | ||||
Completion period of service | 1 year | ||||
Maximum compensation of proportion | $ 265,000 | ||||
Employee stock ownership plan (ESOP), compensation expense | 3,689,000 | 3,400,000 | 2,447,000 | ||
Employee stock ownership plan (ESOP), deferred shares, fair value | 47,370,000 | 47,907,000 | |||
Other Postretirement Benefit Plan [Member] | |||||
EMPLOYEE BENEFIT PLANS (Details) [Line Items] | |||||
Accumulated other comprehensive income (loss), pension and other postretirement benefit plans, net of tax | (140,000) | (97,000) | |||
Pension and other postretirement benefit expense | 57,000 | 58,000 | |||
Supplemental Employee Retirement Plan [Member] | |||||
EMPLOYEE BENEFIT PLANS (Details) [Line Items] | |||||
Accumulated other comprehensive income (loss), pension and other postretirement benefit plans, net of tax | (13,813,000) | (13,787,000) | |||
Company contributions | 4,060,000 | 4,082,000 | 1,776,000 | € 1,300 | |
Recognition of settlement | 0 | ||||
Defined benefit plan, actuarial gain (loss) | (1,286,000) | (1,878,000) | |||
Service cost | 0 | $ 0 | $ 0 | ||
Defined benefit plan, expected future benefit payments, next twelve months | $ 4,060,000 |
EMPLOYEE BENEFIT PLANS (Detai70
EMPLOYEE BENEFIT PLANS (Details) - Schedule of net periodic costs - USD ($) | 12 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 | |
Net periodic (benefits) costs: | |||
Service cost | $ 23,000 | ||
Defined Benefits [Member] | |||
Net periodic (benefits) costs: | |||
Service cost | 0 | $ 0 | $ 22,000 |
Interest cost | 5,465,000 | 7,526,000 | 8,205,000 |
Expected return on plan assets | (10,934,000) | (11,728,000) | (11,309,000) |
Amortization of: | |||
Prior service costs | 1,000 | 1,000 | 1,000 |
Actuarial loss | 1,131,000 | 1,008,000 | 885,000 |
Total net periodic (benefits) costs | (4,337,000) | (3,193,000) | (2,196,000) |
Supplemental Employee Retirement Plan [Member] | |||
Net periodic (benefits) costs: | |||
Service cost | 0 | 0 | 0 |
Interest cost | 1,243,000 | 1,302,000 | 1,497,000 |
Expected return on plan assets | 0 | 0 | 0 |
Recognition of settlement | 0 | ||
Amortization of: | |||
Prior service costs | 19,000 | 16,000 | 14,000 |
Actuarial loss | 1,224,000 | 1,157,000 | 1,034,000 |
Total net periodic (benefits) costs | $ 2,486,000 | $ 2,475,000 | $ 2,545,000 |
EMPLOYEE BENEFIT PLANS (Detai71
EMPLOYEE BENEFIT PLANS (Details) - Weighted-average assumptions used in determining the net periodic benefit costs | 12 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 | |
Defined Benefits [Member] | |||
EMPLOYEE BENEFIT PLANS (Details) - Weighted-average assumptions used in determining the net periodic benefit costs [Line Items] | |||
Discount rate | 3.42% | 3.98% | 4.49% |
Average wage increase | 0.00% | 0.00% | 0.15% |
Expected return on assets | 7.50% | 8.00% | 8.00% |
Supplemental Employee Retirement Plan [Member] | |||
EMPLOYEE BENEFIT PLANS (Details) - Weighted-average assumptions used in determining the net periodic benefit costs [Line Items] | |||
Discount rate | 2.86% | 3.50% | 4.09% |
Average wage increase | 0.00% | 0.00% | 0.00% |
Expected return on assets | 0.00% | 0.00% | 0.00% |
EMPLOYEE BENEFIT PLANS (Detai72
EMPLOYEE BENEFIT PLANS (Details) - Plan assets and benefit obligation of the defined benefit plans € in Thousands, $ in Thousands | 12 Months Ended | |||
Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Sep. 30, 2014EUR (€) | |
Change in benefit obligation: | ||||
Actuarial (gain) loss | $ (3,320) | |||
Change in plan assets: | ||||
Fair value of plan assets at beginning of fiscal year | 144,625 | |||
Fair value of plan assets at end of fiscal year | 144,316 | $ 144,625 | ||
Defined Benefits [Member] | ||||
Change in benefit obligation: | ||||
Benefit obligation at beginning of fiscal year | 184,846 | 194,327 | ||
Interest cost | 5,465 | 7,526 | $ 8,205 | |
Benefits paid | (10,460) | (10,300) | ||
Actuarial (gain) loss | 9,305 | (6,707) | ||
Benefit obligation at end of fiscal year | 189,156 | 184,846 | 194,327 | |
Change in plan assets: | ||||
Fair value of plan assets at beginning of fiscal year | 144,625 | 154,966 | ||
Actual return on plan assets | 10,151 | (1,711) | ||
Company contributions | 0 | 1,670 | ||
Benefits paid | (10,460) | (10,300) | ||
Fair value of plan assets at end of fiscal year | 144,316 | 144,625 | 154,966 | |
Projected benefit obligation in excess of plan assets | (44,840) | (40,221) | ||
Amounts recognized in the statement of financial position consist of: | ||||
Accrued liabilities | 0 | 0 | ||
Other liabilities (long-term) | (44,840) | (40,221) | ||
Total Liabilities | (44,840) | (40,221) | ||
Net actuarial losses | 38,115 | 29,158 | ||
Prior service cost | 1 | 2 | ||
Deferred taxes | (13,341) | (10,206) | ||
Total Accumulated other comprehensive loss, net of tax | 24,775 | 18,954 | ||
Net amount recognized at September 30, | (20,065) | (21,267) | ||
Accumulated benefit obligations | 189,156 | 184,846 | ||
Information for plans with accumulated benefit obligations in excess of plan assets: | ||||
ABO | 189,156 | 184,846 | ||
PBO | 189,156 | 184,846 | ||
Fair value of plan assets | 144,316 | 144,625 | ||
Supplemental Employee Retirement Plan [Member] | ||||
Change in benefit obligation: | ||||
Benefit obligation at beginning of fiscal year | 37,305 | 38,207 | ||
Interest cost | 1,243 | 1,302 | 1,497 | |
Benefits paid | (4,060) | (4,082) | ||
Actuarial (gain) loss | 1,286 | 1,878 | ||
Benefit obligation at end of fiscal year | 35,774 | 37,305 | 38,207 | |
Change in plan assets: | ||||
Fair value of plan assets at beginning of fiscal year | 0 | 0 | ||
Actual return on plan assets | 0 | 0 | ||
Company contributions | 4,060 | 4,082 | 1,776 | € 1,300 |
Benefits paid | (4,060) | (4,082) | ||
Fair value of plan assets at end of fiscal year | 0 | 0 | $ 0 | |
Projected benefit obligation in excess of plan assets | (35,774) | (37,305) | ||
Amounts recognized in the statement of financial position consist of: | ||||
Accrued liabilities | (4,030) | (4,056) | ||
Other liabilities (long-term) | (31,744) | (33,249) | ||
Total Liabilities | (35,774) | (37,305) | ||
Net actuarial losses | 21,195 | 21,139 | ||
Prior service cost | 56 | 71 | ||
Deferred taxes | (7,438) | (7,423) | ||
Total Accumulated other comprehensive loss, net of tax | 13,813 | 13,787 | ||
Net amount recognized at September 30, | (21,961) | (23,518) | ||
Accumulated benefit obligations | 35,774 | 37,305 | ||
Information for plans with accumulated benefit obligations in excess of plan assets: | ||||
ABO | 35,774 | 37,305 | ||
PBO | 35,774 | 37,305 | ||
Fair value of plan assets | $ 0 | $ 0 |
EMPLOYEE BENEFIT PLANS (Detai73
EMPLOYEE BENEFIT PLANS (Details) - Schedule of weighted average assumptions used in determining benefit obligations | Sep. 30, 2016 | Sep. 30, 2015 |
Defined Benefits [Member] | ||
EMPLOYEE BENEFIT PLANS (Details) - Schedule of weighted average assumptions used in determining benefit obligations [Line Items] | ||
Weighted average discount rate | 3.42% | 3.94% |
Weighted average wage increase | 0.00% | 0.00% |
Supplemental Employee Retirement Plan [Member] | ||
EMPLOYEE BENEFIT PLANS (Details) - Schedule of weighted average assumptions used in determining benefit obligations [Line Items] | ||
Weighted average discount rate | 2.86% | 3.52% |
Weighted average wage increase | 0.00% | 0.00% |
EMPLOYEE BENEFIT PLANS (Detai74
EMPLOYEE BENEFIT PLANS (Details) - Actual and weighted-average assets allocation for qualified benefit plans | 12 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
EMPLOYEE BENEFIT PLANS (Details) - Actual and weighted-average assets allocation for qualified benefit plans [Line Items] | ||
Defined benefit plan, total actual weighted average plan asset allocations | 100.00% | 100.00% |
Target Plan Asset Allocations | 100.00% | |
Cash and equivalents [Member] | ||
EMPLOYEE BENEFIT PLANS (Details) - Actual and weighted-average assets allocation for qualified benefit plans [Line Items] | ||
Defined benefit plan, total actual weighted average plan asset allocations | 18.00% | 1.00% |
Target Plan Asset Allocations | 0.00% | |
Equity securities [Member] | ||
EMPLOYEE BENEFIT PLANS (Details) - Actual and weighted-average assets allocation for qualified benefit plans [Line Items] | ||
Defined benefit plan, total actual weighted average plan asset allocations | 57.70% | 52.70% |
Target Plan Asset Allocations | 63.00% | |
Fixed income [Member] | ||
EMPLOYEE BENEFIT PLANS (Details) - Actual and weighted-average assets allocation for qualified benefit plans [Line Items] | ||
Defined benefit plan, total actual weighted average plan asset allocations | 19.30% | 41.00% |
Target Plan Asset Allocations | 37.00% | |
Other [Member] | ||
EMPLOYEE BENEFIT PLANS (Details) - Actual and weighted-average assets allocation for qualified benefit plans [Line Items] | ||
Defined benefit plan, total actual weighted average plan asset allocations | 5.00% | 5.30% |
Target Plan Asset Allocations | 0.00% |
EMPLOYEE BENEFIT PLANS (Detai75
EMPLOYEE BENEFIT PLANS (Details) - Estimated future benefit payments to retirees $ in Thousands | Sep. 30, 2016USD ($) |
Defined Benefits [Member] | |
EMPLOYEE BENEFIT PLANS (Details) - Estimated future benefit payments to retirees [Line Items] | |
2,015 | $ 10,735 |
2,016 | 10,773 |
2,017 | 10,861 |
2,018 | 11,007 |
2,019 | 11,141 |
2022 through 2026 | 55,439 |
Supplemental Employee Retirement Plan [Member] | |
EMPLOYEE BENEFIT PLANS (Details) - Estimated future benefit payments to retirees [Line Items] | |
2,015 | 4,060 |
2,016 | 4,030 |
2,017 | 3,821 |
2,018 | 3,636 |
2,019 | 3,442 |
2022 through 2026 | $ 12,927 |
EMPLOYEE BENEFIT PLANS (Detai76
EMPLOYEE BENEFIT PLANS (Details) - Pension and post-retirement plan assets by asset category - USD ($) $ in Thousands | Sep. 30, 2016 | Sep. 30, 2015 |
EMPLOYEE BENEFIT PLANS (Details) - Pension and post-retirement plan assets by asset category [Line Items] | ||
Defined Benefit Plan, Fair Value of Plan Assets | $ 144,316 | $ 144,625 |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ||
EMPLOYEE BENEFIT PLANS (Details) - Pension and post-retirement plan assets by asset category [Line Items] | ||
Defined Benefit Plan, Fair Value of Plan Assets | 84,889 | 60,403 |
Significant Other Observable Inputs (Level 2) [Member] | ||
EMPLOYEE BENEFIT PLANS (Details) - Pension and post-retirement plan assets by asset category [Line Items] | ||
Defined Benefit Plan, Fair Value of Plan Assets | 59,427 | 84,222 |
Significant Unobservable Inputs (Level 3) [Member] | ||
EMPLOYEE BENEFIT PLANS (Details) - Pension and post-retirement plan assets by asset category [Line Items] | ||
Defined Benefit Plan, Fair Value of Plan Assets | 0 | 0 |
Cash and equivalents [Member] | ||
EMPLOYEE BENEFIT PLANS (Details) - Pension and post-retirement plan assets by asset category [Line Items] | ||
Defined Benefit Plan, Fair Value of Plan Assets | 26,008 | 1,370 |
Cash and equivalents [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ||
EMPLOYEE BENEFIT PLANS (Details) - Pension and post-retirement plan assets by asset category [Line Items] | ||
Defined Benefit Plan, Fair Value of Plan Assets | 26,008 | 1,370 |
Cash and equivalents [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
EMPLOYEE BENEFIT PLANS (Details) - Pension and post-retirement plan assets by asset category [Line Items] | ||
Defined Benefit Plan, Fair Value of Plan Assets | 0 | 0 |
Cash and equivalents [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||
EMPLOYEE BENEFIT PLANS (Details) - Pension and post-retirement plan assets by asset category [Line Items] | ||
Defined Benefit Plan, Fair Value of Plan Assets | 0 | 0 |
Short-term investment funds [Member] | ||
EMPLOYEE BENEFIT PLANS (Details) - Pension and post-retirement plan assets by asset category [Line Items] | ||
Defined Benefit Plan, Fair Value of Plan Assets | 0 | |
Short-term investment funds [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ||
EMPLOYEE BENEFIT PLANS (Details) - Pension and post-retirement plan assets by asset category [Line Items] | ||
Defined Benefit Plan, Fair Value of Plan Assets | 0 | |
Short-term investment funds [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
EMPLOYEE BENEFIT PLANS (Details) - Pension and post-retirement plan assets by asset category [Line Items] | ||
Defined Benefit Plan, Fair Value of Plan Assets | 0 | |
Short-term investment funds [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||
EMPLOYEE BENEFIT PLANS (Details) - Pension and post-retirement plan assets by asset category [Line Items] | ||
Defined Benefit Plan, Fair Value of Plan Assets | 0 | |
Government agency securities [Member] | ||
EMPLOYEE BENEFIT PLANS (Details) - Pension and post-retirement plan assets by asset category [Line Items] | ||
Defined Benefit Plan, Fair Value of Plan Assets | 0 | |
Government agency securities [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ||
EMPLOYEE BENEFIT PLANS (Details) - Pension and post-retirement plan assets by asset category [Line Items] | ||
Defined Benefit Plan, Fair Value of Plan Assets | 0 | |
Government agency securities [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
EMPLOYEE BENEFIT PLANS (Details) - Pension and post-retirement plan assets by asset category [Line Items] | ||
Defined Benefit Plan, Fair Value of Plan Assets | 0 | |
Government agency securities [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||
EMPLOYEE BENEFIT PLANS (Details) - Pension and post-retirement plan assets by asset category [Line Items] | ||
Defined Benefit Plan, Fair Value of Plan Assets | 0 | |
Debt instruments [Member] | ||
EMPLOYEE BENEFIT PLANS (Details) - Pension and post-retirement plan assets by asset category [Line Items] | ||
Defined Benefit Plan, Fair Value of Plan Assets | 14,122 | 14,291 |
Debt instruments [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ||
EMPLOYEE BENEFIT PLANS (Details) - Pension and post-retirement plan assets by asset category [Line Items] | ||
Defined Benefit Plan, Fair Value of Plan Assets | 14,122 | 14,291 |
Debt instruments [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
EMPLOYEE BENEFIT PLANS (Details) - Pension and post-retirement plan assets by asset category [Line Items] | ||
Defined Benefit Plan, Fair Value of Plan Assets | 0 | 0 |
Debt instruments [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||
EMPLOYEE BENEFIT PLANS (Details) - Pension and post-retirement plan assets by asset category [Line Items] | ||
Defined Benefit Plan, Fair Value of Plan Assets | 0 | 0 |
Equity securities [Member] | ||
EMPLOYEE BENEFIT PLANS (Details) - Pension and post-retirement plan assets by asset category [Line Items] | ||
Defined Benefit Plan, Fair Value of Plan Assets | 44,759 | 44,742 |
Equity securities [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ||
EMPLOYEE BENEFIT PLANS (Details) - Pension and post-retirement plan assets by asset category [Line Items] | ||
Defined Benefit Plan, Fair Value of Plan Assets | 44,759 | 44,742 |
Equity securities [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
EMPLOYEE BENEFIT PLANS (Details) - Pension and post-retirement plan assets by asset category [Line Items] | ||
Defined Benefit Plan, Fair Value of Plan Assets | 0 | 0 |
Equity securities [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||
EMPLOYEE BENEFIT PLANS (Details) - Pension and post-retirement plan assets by asset category [Line Items] | ||
Defined Benefit Plan, Fair Value of Plan Assets | 0 | 0 |
Commingled funds [Member] | ||
EMPLOYEE BENEFIT PLANS (Details) - Pension and post-retirement plan assets by asset category [Line Items] | ||
Defined Benefit Plan, Fair Value of Plan Assets | 53,703 | 78,490 |
Commingled funds [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ||
EMPLOYEE BENEFIT PLANS (Details) - Pension and post-retirement plan assets by asset category [Line Items] | ||
Defined Benefit Plan, Fair Value of Plan Assets | 0 | 0 |
Commingled funds [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
EMPLOYEE BENEFIT PLANS (Details) - Pension and post-retirement plan assets by asset category [Line Items] | ||
Defined Benefit Plan, Fair Value of Plan Assets | 53,703 | 78,490 |
Commingled funds [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||
EMPLOYEE BENEFIT PLANS (Details) - Pension and post-retirement plan assets by asset category [Line Items] | ||
Defined Benefit Plan, Fair Value of Plan Assets | 0 | 0 |
Limited partnerships and hedge fund investments [Member] | ||
EMPLOYEE BENEFIT PLANS (Details) - Pension and post-retirement plan assets by asset category [Line Items] | ||
Defined Benefit Plan, Fair Value of Plan Assets | 5,724 | 5,732 |
Limited partnerships and hedge fund investments [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ||
EMPLOYEE BENEFIT PLANS (Details) - Pension and post-retirement plan assets by asset category [Line Items] | ||
Defined Benefit Plan, Fair Value of Plan Assets | 0 | 0 |
Limited partnerships and hedge fund investments [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
EMPLOYEE BENEFIT PLANS (Details) - Pension and post-retirement plan assets by asset category [Line Items] | ||
Defined Benefit Plan, Fair Value of Plan Assets | 5,724 | 5,732 |
Limited partnerships and hedge fund investments [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||
EMPLOYEE BENEFIT PLANS (Details) - Pension and post-retirement plan assets by asset category [Line Items] | ||
Defined Benefit Plan, Fair Value of Plan Assets | $ 0 | $ 0 |
EMPLOYEE BENEFIT PLANS (Detai77
EMPLOYEE BENEFIT PLANS (Details) - ESOP Shares - shares | Sep. 30, 2016 | Sep. 30, 2015 |
Compensation and Retirement Disclosure [Abstract] | ||
Allocated shares | 2,596,016 | 2,479,776 |
Unallocated shares | 2,784,579 | 3,037,831 |
Employee Stock Ownership Plan (ESOP), Shares in ESOP | 5,380,595 | 5,517,607 |
INCOME TAXES (Details) - Compon
INCOME TAXES (Details) - Components of Income before taxes and discontinued operations - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ 54,163 | $ 54,515 | $ (14,682) |
Non-U.S. | (999) | (879) | 8,966 |
Income (loss) before taxes from continuing operations | $ 53,164 | $ 53,636 | $ (5,716) |
INCOME TAXES (Details) - Provis
INCOME TAXES (Details) - Provision (benefit) for income taxes on income from continuing operations - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 | |
Income Tax Disclosure [Abstract] | |||
Current | $ 15,072 | $ 17,215 | $ (408) |
Deferred | 8,082 | 2,132 | (5,131) |
Total provision | 23,154 | 19,347 | (5,539) |
U.S. Federal | 14,261 | 16,937 | (6,486) |
State and local | 3,482 | 3,215 | (291) |
Non-U.S. | $ 5,411 | $ (805) | $ 1,238 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 12 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 | |
INCOME TAXES (Details) [Line Items] | |||
Income Tax Benefits Reflected Reversal Of Previously Recorded Tax Liabilities | $ (2,172,000) | $ (517,000) | $ (4,429,000) |
Valuation allowance increase (decrease) | 2,370,000 | ||
Undistributed Earnings of Foreign Subsidiaries | $ 77,085,000 | ||
Operating Loss Carryforwards Expiration Year | 2,036 | ||
Tax Credit Carryforward Expiration Year | 2,020 | ||
Potential Tax Benefits Impact On Effective Tax Rate | $ 1,438,000 | ||
Liability for Uncertain Tax Positions, Current | 362,000 | 655,000 | |
Non U S Tax Purposes [Member] | |||
INCOME TAXES (Details) [Line Items] | |||
Operating Loss Carryforwards | 93,548,000 | 68,591,000 | |
State and Local Jurisdiction [Member] | |||
INCOME TAXES (Details) [Line Items] | |||
Operating Loss Carryforwards | 104,254,000 | 99,094,000 | |
Federal [Member] | |||
INCOME TAXES (Details) [Line Items] | |||
Operating Loss Carryforwards | 0 | ||
Foreign Tax Authority [Member] | |||
INCOME TAXES (Details) [Line Items] | |||
Operating Loss Carryforwards | $ 3,199,000 | 6,223,000 | |
New Accounting Pronouncement, Early Adoption, Effect [Member] | Accounting Standards Update 2015-17 [Member] | |||
INCOME TAXES (Details) [Line Items] | |||
Deferred tax assets, noncurrent | (3,793,000) | ||
Deferred tax liabilities, noncurrent | $ (14,827,000) |
INCOME TAXES (Details) - Schedu
INCOME TAXES (Details) - Schedule of effective income tax rate reconciliation | 12 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 | |
Income Tax Disclosure [Abstract] | |||
U.S. Federal income tax provision (benefit) rate | 35.00% | 35.00% | (35.00%) |
State and local taxes, net of Federal benefit | 4.10% | 4.90% | 17.50% |
Non-U.S. taxes | 0.10% | (0.40%) | (35.80%) |
Change in tax contingency reserves | (3.70%) | 0.30% | (36.00%) |
Repatriation of foreign earnings | 0.00% | 0.90% | 4.70% |
Change in valuation allowance | 3.90% | (4.70%) | 4.50% |
Non-deductible/non-taxable items, net | 1.60% | (0.70%) | (3.40%) |
Capitalized interest | 1.90% | 0.00% | 0.00% |
Research credits | 4.80% | (0.50%) | (3.90%) |
Deferred tax impact of state rate change | 0.00% | 0.00% | (4.50%) |
FASB adoption and other categories | (4.10%) | 0.00% | 0.00% |
Other | 0.00% | 1.30% | (5.00%) |
Effective tax provision (benefit) rate | 43.60% | 36.10% | (96.90%) |
INCOME TAXES (Details) - Sche82
INCOME TAXES (Details) - Schedule of deferred tax assets and liabilities - USD ($) $ in Thousands | Sep. 30, 2016 | Sep. 30, 2015 |
Deferred tax assets: | ||
Bad debt reserves | $ 2,156 | $ 2,083 |
Inventory reserves | 9,158 | 7,482 |
Deferred compensation (equity compensation and defined benefit plans) | 39,866 | 38,169 |
Compensation benefits | 5,770 | 6,186 |
Insurance reserve | 3,285 | 3,079 |
Restructuring reserve | 431 | 122 |
Warranty reserve | 2,352 | 2,288 |
Net operating loss | 31,732 | 24,089 |
Tax credits | 3,573 | 6,704 |
Other reserves and accruals | 4,238 | 5,206 |
Deferred Tax Assets, Gross | 102,561 | 95,408 |
Valuation allowance | (12,832) | (10,462) |
Total deferred tax assets | 89,729 | 84,946 |
Deferred tax liabilities: | ||
Deferred income | (3,389) | (7,432) |
Goodwill and intangibles | (72,907) | (72,645) |
Property, plant and equipment | (46,391) | (35,382) |
Interest | (496) | (2,053) |
Other | (551) | (102) |
Total deferred tax liabilities | (123,734) | (117,614) |
Net deferred liability | $ (34,005) | $ (32,668) |
INCOME TAXES (Details) - Comp83
INCOME TAXES (Details) - Components of net deferred tax asset (liability), by balance sheet account - USD ($) $ in Thousands | Sep. 30, 2016 | Sep. 30, 2015 |
Income Tax Disclosure [Abstract] | ||
Prepaid and other current assets | $ 0 | $ 0 |
Other assets | 7,274 | 5,778 |
Current liabilities | 0 | 0 |
Other liabilities | (41,925) | (39,582) |
Assets of discontinued operations | 646 | 1,136 |
Net deferred liability | $ (34,005) | $ (32,668) |
INCOME TAXES (Details) - Sche84
INCOME TAXES (Details) - Schedule of unrecognized tax benefits - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Balance | $ 7,851 | $ 7,906 |
Additions based on tax positions related to the current year | 268 | 645 |
Reductions based on tax positions related to prior years | (1,079) | (252) |
Lapse of Statutes | (1,085) | (448) |
Balance | $ 5,955 | $ 7,851 |
STOCKHOLDERS' EQUITY AND EQUI85
STOCKHOLDERS' EQUITY AND EQUITY COMPENSATION (Details) | Jan. 29, 2016USD ($) | Jan. 30, 2014shares | Jan. 10, 2014USD ($)installment$ / sharesshares | Dec. 10, 2013USD ($)$ / sharesshares | Nov. 12, 2013 | Nov. 11, 2016USD ($)$ / sharesshares | Sep. 30, 2016USD ($)$ / sharesshares | Jun. 30, 2016$ / sharesshares | Mar. 31, 2016USD ($)senior_executive$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | Sep. 30, 2016USD ($)$ / sharesshares | Sep. 30, 2015USD ($)$ / sharesshares | Sep. 30, 2014USD ($)$ / sharesshares | Jan. 29, 2020shares | Sep. 30, 2015USD ($)$ / sharesshares | Nov. 16, 2016USD ($) | Jul. 31, 2015USD ($) | Mar. 31, 2015USD ($) | May 31, 2014USD ($) | Aug. 31, 2011USD ($) |
STOCKHOLDERS' EQUITY AND EQUITY COMPENSATION (Details) [Line Items] | ||||||||||||||||||||
Common stock, dividends, per share, cash paid (in Dollars per share) | $ / shares | $ 0.20 | $ 0.16 | $ 0.12 | |||||||||||||||||
Share-based payment award, description | Options granted under the Incentive Plan may be either “incentive stock options” or nonqualified stock options, generally expire ten years after the date of grant and are granted at an exercise price of not less than 100% of the fair market value at the date of grant. | |||||||||||||||||||
Share-based payment award, expiration period | 10 years | |||||||||||||||||||
Maximum percentage of exercise price at grant date fair value | 100.00% | |||||||||||||||||||
Share-based payment award, number of shares authorized (in Shares) | 5,147,200 | 5,147,200 | ||||||||||||||||||
Share-based payment award, options, vested in period, fair value | $ | $ 23,965,000 | $ 5,068,000 | $ 14,058,000 | |||||||||||||||||
Employee service share-based compensation, nonvested awards, compensation not yet recognized, share-based awards other than options | $ | $ 18,881,000 | $ 18,881,000 | ||||||||||||||||||
Employee service share-based compensation, nonvested awards, compensation cost not yet recognized, period for recognition | 1 year 5 months | |||||||||||||||||||
Stock repurchased during period, shares (in Shares) | 4,444,444 | 5,311,915 | 1,906,631 | 3,549,077 | 20,300,298 | |||||||||||||||
Stock repurchased during period, value | $ | $ 50,000,000 | $ 80,934,000 | $ 23,167,000 | $ 56,288,000 | $ 259,420,000 | |||||||||||||||
Stock repurchased during period per share (in Dollars per share) | $ / shares | $ 11.25 | $ 15.24 | $ 12.15 | $ 15.86 | $ 12.78 | |||||||||||||||
Repurchased on the open market, shares | 15,855,854 | |||||||||||||||||||
Stock repurchased during period, share price discount rate | 9.20% | |||||||||||||||||||
Stock repurchase program, authorized amount | $ | $ 50,000,000 | $ 20,000,000 | $ 50,000,000 | $ 50,000,000 | $ 50,000,000 | $ 50,000,000 | ||||||||||||||
Stock repurchase program, remaining authorized repurchase amount | $ | $ 51,637,000 | $ 51,637,000 | ||||||||||||||||||
Shares paid for tax withholding for share based compensation (in Shares) | 510,843 | |||||||||||||||||||
Shares paid for tax withholding for share based compensation, value | $ | $ 8,788,000 | |||||||||||||||||||
Shares paid for tax withholding for share based compensation, value per share (in Dollars per share) | $ / shares | $ 17.20 | |||||||||||||||||||
Stock issued during period, value, ESOP | $ | $ 20,000,000 | |||||||||||||||||||
Stock issued during period, shares, ESOP | 1,591,117 | |||||||||||||||||||
ESOP, weighted average purchase price of shares purchased (in Dollars per share) | $ / shares | $ 12.57 | |||||||||||||||||||
Northcote Holdings Pty. Ltd [Member] | ||||||||||||||||||||
STOCKHOLDERS' EQUITY AND EQUITY COMPENSATION (Details) [Line Items] | ||||||||||||||||||||
Stock issued during period, shares, acquisitions | 44,476 | |||||||||||||||||||
Stock issued during period, value, acquisitions | $ | $ 584,000 | |||||||||||||||||||
Business acquisition, share price (in Dollars per share) | $ / shares | $ 13.13 | |||||||||||||||||||
GS Direct [Member] | ||||||||||||||||||||
STOCKHOLDERS' EQUITY AND EQUITY COMPENSATION (Details) [Line Items] | ||||||||||||||||||||
Shares, outstanding | 5,560,000 | |||||||||||||||||||
Percentage held common stock outstanding | 10.00% | |||||||||||||||||||
Incentive Plan [Member] | ||||||||||||||||||||
STOCKHOLDERS' EQUITY AND EQUITY COMPENSATION (Details) [Line Items] | ||||||||||||||||||||
Share-based payment award, number of shares authorized (in Shares) | 2,350,000 | |||||||||||||||||||
Incentive Stock Options [Member] | ||||||||||||||||||||
STOCKHOLDERS' EQUITY AND EQUITY COMPENSATION (Details) [Line Items] | ||||||||||||||||||||
Stock issued during period, shares, new issues (in Shares) | 600,000 | |||||||||||||||||||
Share-based payment award, number of shares available for grant (in Shares) | 1,922,661 | 1,922,661 | ||||||||||||||||||
2006 Equity Incentive Plan [Member] | ||||||||||||||||||||
STOCKHOLDERS' EQUITY AND EQUITY COMPENSATION (Details) [Line Items] | ||||||||||||||||||||
Share based payment award equity instruments other than options additional grants in future (in Shares) | 0 | 0 | ||||||||||||||||||
Restricted Stock [Member] | ||||||||||||||||||||
STOCKHOLDERS' EQUITY AND EQUITY COMPENSATION (Details) [Line Items] | ||||||||||||||||||||
Share-based payment award, award vesting period | 3 years | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value | $ | $ 618,000 | |||||||||||||||||||
Vested (in Dollars per share) | $ / shares | $ 15.18 | $ 17.30 | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 40,700 | 1,049,704 | ||||||||||||||||||
Weighted average grant date fair value (in Dollars per share) | $ / shares | $ 11.21 | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 1,385,061 | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | $ / shares | $ 12.10 | $ 12.10 | $ 12.01 | $ 12.01 | ||||||||||||||||
Restricted Stock [Member] | Northcote Holdings Pty. Ltd [Member] | ||||||||||||||||||||
STOCKHOLDERS' EQUITY AND EQUITY COMPENSATION (Details) [Line Items] | ||||||||||||||||||||
Share-based payment award, award vesting period | 3 years | |||||||||||||||||||
Share-based payment award, non-option equity instruments, granted (in Shares) | 1 | |||||||||||||||||||
Number of installments for vesting of stock awards | installment | 3 | |||||||||||||||||||
Restricted Stock [Member] | Minimum [Member] | ||||||||||||||||||||
STOCKHOLDERS' EQUITY AND EQUITY COMPENSATION (Details) [Line Items] | ||||||||||||||||||||
Share-based payment award, award vesting period | 3 years | |||||||||||||||||||
Restricted Stock [Member] | Maximum [Member] | ||||||||||||||||||||
STOCKHOLDERS' EQUITY AND EQUITY COMPENSATION (Details) [Line Items] | ||||||||||||||||||||
Share-based payment award, award vesting period | 4 years | |||||||||||||||||||
Performance Shares [Member] | ||||||||||||||||||||
STOCKHOLDERS' EQUITY AND EQUITY COMPENSATION (Details) [Line Items] | ||||||||||||||||||||
Share-based payment award, award vesting period | 3 years | 3 years | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value | $ | $ 473,000 | $ 6,425,000 | ||||||||||||||||||
Vested (in Dollars per share) | $ / shares | $ 14.90 | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 0 | 0 | 31,761 | 372,243 | ||||||||||||||||
Weighted average grant date fair value (in Dollars per share) | $ / shares | $ 17.26 | |||||||||||||||||||
Restricted Stock and Performance Shares [Member] | ||||||||||||||||||||
STOCKHOLDERS' EQUITY AND EQUITY COMPENSATION (Details) [Line Items] | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 677,461 | |||||||||||||||||||
Executive Officer [Member] | Restricted Stock [Member] | ||||||||||||||||||||
STOCKHOLDERS' EQUITY AND EQUITY COMPENSATION (Details) [Line Items] | ||||||||||||||||||||
Share-based payment award, award vesting period | 4 years | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Post-Vesting Holding Period | 2 years | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 605,000 | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Number of Persons Granted Shares | senior_executive | 2 | |||||||||||||||||||
Stock Granted, Value, Share-based Compensation, Gross | $ | $ 4,247,000 | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | $ / shares | $ 7.02 | |||||||||||||||||||
Scenario, Forecast [Member] | Executive Officer [Member] | Restricted Stock [Member] | Minimum [Member] | ||||||||||||||||||||
STOCKHOLDERS' EQUITY AND EQUITY COMPENSATION (Details) [Line Items] | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 220,000 | |||||||||||||||||||
Scenario, Forecast [Member] | Executive Officer [Member] | Restricted Stock [Member] | Maximum [Member] | ||||||||||||||||||||
STOCKHOLDERS' EQUITY AND EQUITY COMPENSATION (Details) [Line Items] | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 605,000 | |||||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||||
STOCKHOLDERS' EQUITY AND EQUITY COMPENSATION (Details) [Line Items] | ||||||||||||||||||||
Stock issued during period, value, ESOP | $ | $ 9,213,000 | |||||||||||||||||||
Stock issued during period, shares, ESOP | 548,912 | |||||||||||||||||||
ESOP, weighted average purchase price of shares purchased (in Dollars per share) | $ / shares | $ 16.78 | |||||||||||||||||||
ESOP repurchase obligation amount | $ | $ 1,695,000 |
STOCKHOLDERS' EQUITY AND EQUI86
STOCKHOLDERS' EQUITY AND EQUITY COMPENSATION (Details) - Summary of stock-based compensation expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 | |
Stockholders' Equity Note [Abstract] | |||
Pre-tax compensation expense | $ 10,136 | $ 11,110 | $ 11,473 |
Tax benefit | (3,553) | (4,000) | (3,224) |
Total stock-based compensation expense, net of tax | $ 6,583 | $ 7,110 | $ 8,249 |
STOCKHOLDERS' EQUITY AND EQUI87
STOCKHOLDERS' EQUITY AND EQUITY COMPENSATION (Details) - Summary of stock option activity $ / shares in Units, $ in Thousands | 12 Months Ended |
Sep. 30, 2016USD ($)$ / sharesshares | |
Shares | |
Outstanding (in Shares) | shares | 425,450 |
Forfeited/expired (in Shares) | shares | (69,450) |
Outstanding (in Shares) | shares | 356,000 |
Weighted Average Exercise Price | |
Outstanding (in Dollars per share) | $ / shares | $ 20.86 |
Forfeited/expired (in Dollars per share) | $ / shares | 25.70 |
Outstanding (in Dollars per share) | $ / shares | $ 19.91 |
Weighted Average Contractual Term (Years) | 2 years |
Aggregated Intrinsic Value | $ | $ 0 |
STOCKHOLDERS' EQUITY AND EQUI88
STOCKHOLDERS' EQUITY AND EQUITY COMPENSATION (Details) - Stock options activity range of exercise prices - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
STOCKHOLDERS' EQUITY AND EQUITY COMPENSATION (Details) - Stock options activity range of exercise prices [Line Items] | ||
Options Outstanding & Exercisable Shares (in Shares) | 356,000 | 425,450 |
Options Outstanding & Exercisable Weighted Average Exercise Price (in Dollars per Share) | $ 19.91 | $ 20.86 |
Options Outstanding & Exercisable Weighted Average Contractual Term (Years) | 2 years | |
Options Outstanding & Exercisable Aggregated Intrinsic Value (in Dollars) | $ 0 | |
14.78 [Member] | ||
STOCKHOLDERS' EQUITY AND EQUITY COMPENSATION (Details) - Stock options activity range of exercise prices [Line Items] | ||
Range of Exercises Prices (in Dollars per Share) | $ 14.78 | |
Options Outstanding & Exercisable Shares (in Shares) | 6,000 | |
Options Outstanding & Exercisable Weighted Average Exercise Price (in Dollars per Share) | $ 14.78 | |
Options Outstanding & Exercisable Weighted Average Contractual Term (Years) | 9 months | |
17.23 [Member] | ||
STOCKHOLDERS' EQUITY AND EQUITY COMPENSATION (Details) - Stock options activity range of exercise prices [Line Items] | ||
Range of Exercises Prices (in Dollars per Share) | $ 20 | |
Options Outstanding & Exercisable Shares (in Shares) | 350,000 | |
Options Outstanding & Exercisable Weighted Average Exercise Price (in Dollars per Share) | $ 20 | |
Options Outstanding & Exercisable Weighted Average Contractual Term (Years) | 2 years |
STOCKHOLDERS' EQUITY AND EQUI89
STOCKHOLDERS' EQUITY AND EQUITY COMPENSATION (Details) - Summary of restricted stock activity - Restricted Stock [Member] - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Sep. 30, 2016 | |
Shares | ||
Unvested (in Shares) | 3,400,035 | |
Granted (in Shares) | 40,700 | 1,049,704 |
Vested (in Shares) | (1,385,061) | |
Forfeited (in Shares) | (196,158) | |
Unvested (in Shares) | 2,868,520 | |
Weighted Average Grant- Date Fair Value | ||
Unvested (in Dollars per share) | $ 12.01 | |
Granted (in Dollars per share) | 11.21 | |
Vested (in Dollars per share) | $ 15.18 | 17.30 |
Forfeited (in Dollars per share) | 12.86 | |
Unvested (in Dollars per share) | $ 12.10 |
COMMITMENTS AND CONTINGENT LI90
COMMITMENTS AND CONTINGENT LIABILITIES (Details) - USD ($) | 12 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 | Aug. 31, 2009 | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Operating leases, rent expense, net | $ 29,166,000 | $ 29,556,000 | $ 27,784,000 | |
Aggregate future minimum lease payments for operating leases in 2015 | 24,914,000 | |||
Aggregate future minimum lease payments for operating leases in 2016 | 23,887,000 | |||
Aggregate future minimum lease payments for operating leases in 2017 | 20,368,000 | |||
Aggregate future minimum lease payments for operating leases in 2018 | 15,299,000 | |||
Aggregate future minimum lease payments for operating leases in 2019 | 7,864,000 | |||
Aggregate future minimum lease payments for operating leases thereafter | 13,810,000 | |||
Net capital cost value | $ 5,000,000 | |||
Obligation under consent order | 0 | |||
Net capital cost value in proposed remedial action plan | $ 10,000,000 | |||
Loss contingency claim asserted | $ 0 |
EARNINGS (LOSS) PER SHARE (Deta
EARNINGS (LOSS) PER SHARE (Details) - Basic and diluted EPS from continuing operations - shares shares in Thousands | 12 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 | |
EARNINGS (LOSS) PER SHARE (Details) - Basic and diluted EPS from continuing operations [Line Items] | |||
Weighted average shares outstanding - basic | 41,074 | 44,608 | 49,367 |
Incremental shares from stock based compensation | 2,326 | 2,011 | 0 |
Convertible debt due 2017 | 709 | 320 | 0 |
Weighted average shares outstanding - diluted | 44,109 | 46,939 | 49,367 |
Employee Stock Option [Member] | |||
EARNINGS (LOSS) PER SHARE (Details) - Basic and diluted EPS from continuing operations [Line Items] | |||
Anti-dilutive awards excluded from diluted EPS computation | 6 | 493 | 582 |
Restricted Stock [Member] | |||
EARNINGS (LOSS) PER SHARE (Details) - Basic and diluted EPS from continuing operations [Line Items] | |||
Anti-dilutive awards excluded from diluted EPS computation | 0 | 0 | 1,642 |
RELATED PARTIES (Details)
RELATED PARTIES (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 10, 2013 | Nov. 12, 2013 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 |
RELATED PARTIES (Details) [Line Items] | ||||||
Co-manager fees | $ 825 | |||||
Stock repurchased during period, shares (in Shares) | 4,444,444 | 5,311,915 | 1,906,631 | 3,549,077 | 20,300,298 | |
Stock repurchased during period, value | $ 50,000 | $ 80,934 | $ 23,167 | $ 56,288 | $ 259,420 | |
Stock repurchased during period per share (in Dollars per share) | $ 11.25 | $ 15.24 | $ 12.15 | $ 15.86 | $ 12.78 | |
Stock repurchased during period, share price discount rate | 9.20% | |||||
GS Direct [Member] | ||||||
RELATED PARTIES (Details) [Line Items] | ||||||
Shares, outstanding | 5,560,000 | |||||
Percentage held common stock outstanding | 10.00% |
QUARTERLY FINANCIAL INFORMATI93
QUARTERLY FINANCIAL INFORMATION (UNAUDITED) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 | |
Quarterly Financial Information Disclosure [Abstract] | ||||
Restructuring and other related charges | $ 4,247 | |||
Loss from debt extinguishment | $ 0 | $ 0 | $ 38,890 | |
Loss on pension settlement | $ 0 |
QUARTERLY FINANCIAL INFORMATI94
QUARTERLY FINANCIAL INFORMATION (UNAUDITED) (Details) - Schedule of quarterly financial information - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Revenue | $ 500,705 | $ 462,200 | $ 500,107 | $ 494,149 | $ 502,158 | $ 511,694 | $ 500,020 | $ 502,160 | $ 1,957,161 | $ 2,016,032 | $ 1,991,811 |
Gross Profit | 123,815 | 119,357 | 114,157 | 116,105 | 119,925 | 123,489 | 114,375 | 117,989 | 473,434 | 475,778 | 459,399 |
Net Income (loss) | $ 7,723 | $ 7,596 | $ 6,095 | $ 8,596 | $ 10,803 | $ 10,893 | $ 5,122 | $ 7,471 | $ 30,010 | $ 34,289 | $ (177) |
Per Share - Basic (in Dollars per share) | $ 0.19 | $ 0.19 | $ 0.15 | $ 0.20 | $ 0.25 | $ 0.25 | $ 0.11 | $ 0.16 | $ 0.73 | $ 0.77 | $ 0 |
Per Share - Diluted (in Dollars per share) | $ 0.18 | $ 0.18 | $ 0.14 | $ 0.19 | $ 0.24 | $ 0.23 | $ 0.11 | $ 0.04 | $ 0.68 | $ 0.73 | $ 0 |
REPORTABLE SEGMENTS (Details) -
REPORTABLE SEGMENTS (Details) - Schedule of Summary of Reconciliation of Segment Profit Before Taxes and Operations - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||
Jan. 31, 2013 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 | |
Segment Reporting Information [Line Items] | ||||||||||||
Consolidated net sales | $ 500,705 | $ 462,200 | $ 500,107 | $ 494,149 | $ 502,158 | $ 511,694 | $ 500,020 | $ 502,160 | $ 1,957,161 | $ 2,016,032 | $ 1,991,811 | |
Segment operating profit | 103,507 | 101,017 | 78,164 | |||||||||
Net interest expense | (51,111) | (47,872) | (48,144) | |||||||||
Unallocated amounts | (38,521) | (33,518) | (33,394) | |||||||||
Loss from debt extinguishment | 0 | 0 | (38,890) | |||||||||
Income (loss) before taxes from continuing operations | 53,164 | 53,636 | (5,716) | |||||||||
Segment adjusted EBITDA | 218,413 | 204,357 | 190,987 | |||||||||
Segment depreciation and amortization | (69,717) | (69,331) | (66,978) | |||||||||
Restructuring charges | (5,900) | 0 | (6,136) | |||||||||
Acquisition costs | 0 | 0 | (3,161) | |||||||||
Income (loss) before taxes from continuing operations | 53,164 | 53,636 | (5,716) | |||||||||
Consolidated depreciation and amortization | 70,208 | 69,800 | 67,396 | |||||||||
Capital expenditures | 90,759 | 73,620 | 77,094 | |||||||||
AMES [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Home & Building Products | 513,973 | 535,881 | 503,687 | |||||||||
Restructuring charges | $ (7,941) | |||||||||||
CBP [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Home & Building Products | 527,370 | 516,320 | 475,756 | |||||||||
Home & Building Products [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Home & Building Products | 1,041,343 | 1,052,201 | 979,443 | |||||||||
Segment operating profit | 79,682 | 58,883 | 40,538 | |||||||||
Segment adjusted EBITDA | 114,949 | 94,226 | 77,171 | |||||||||
Segment depreciation and amortization | (35,267) | (35,343) | (31,580) | |||||||||
Restructuring charges | (1,892) | |||||||||||
Capital expenditures | 49,351 | 38,896 | 33,779 | |||||||||
Telephonics [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Consolidated net sales | 435,692 | 431,090 | 419,005 | |||||||||
Segment operating profit | 42,801 | 43,006 | 45,293 | |||||||||
Segment adjusted EBITDA | 53,385 | 53,028 | 57,525 | |||||||||
Segment depreciation and amortization | (10,584) | (10,022) | (7,988) | |||||||||
Restructuring charges | (4,244) | |||||||||||
Capital expenditures | 9,007 | 6,347 | 20,963 | |||||||||
Plastics [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Consolidated net sales | 480,126 | 532,741 | 593,363 | |||||||||
Segment operating profit | 20,313 | 33,137 | 28,881 | |||||||||
Segment adjusted EBITDA | 50,079 | 57,103 | 56,291 | |||||||||
Segment depreciation and amortization | (23,866) | (23,966) | (27,410) | |||||||||
Capital expenditures | 31,817 | 28,103 | 21,032 | |||||||||
Operating [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Segment operating profit | 142,796 | 135,026 | 114,712 | |||||||||
Capital expenditures | 90,175 | 73,346 | 75,774 | |||||||||
Corporate [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Consolidated depreciation and amortization | 491 | 469 | 418 | |||||||||
Capital expenditures | $ 584 | $ 274 | $ 1,320 |
REPORTABLE SEGMENTS (Details)96
REPORTABLE SEGMENTS (Details) - Schedule of summary of segment assets - USD ($) $ in Thousands | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 |
REPORTABLE SEGMENTS (Details) - Schedule of summary of segment assets [Line Items] | |||
Continuing assets | $ 1,779,909 | $ 1,709,322 | $ 1,805,076 |
Assets of discontinued operations | 2,187 | 3,491 | 3,750 |
Total Assets | 1,782,096 | 1,712,813 | 1,808,826 |
Home & Building Products [Member] | |||
REPORTABLE SEGMENTS (Details) - Schedule of summary of segment assets [Line Items] | |||
Continuing assets | 1,020,297 | 1,034,032 | 1,031,904 |
Telephonics [Member] | |||
REPORTABLE SEGMENTS (Details) - Schedule of summary of segment assets [Line Items] | |||
Continuing assets | 334,631 | 302,560 | 319,327 |
Plastics [Member] | |||
REPORTABLE SEGMENTS (Details) - Schedule of summary of segment assets [Line Items] | |||
Continuing assets | 365,920 | 343,519 | 389,464 |
Operating [Member] | |||
REPORTABLE SEGMENTS (Details) - Schedule of summary of segment assets [Line Items] | |||
Continuing assets | 1,720,848 | 1,680,111 | 1,740,695 |
Corporate [Member] | |||
REPORTABLE SEGMENTS (Details) - Schedule of summary of segment assets [Line Items] | |||
Continuing assets | $ 59,061 | $ 29,211 | $ 64,381 |
REPORTABLE SEGMENTS (Details)97
REPORTABLE SEGMENTS (Details) - Schedule of Segment Information by Geographic Region - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 | |
REPORTABLE SEGMENTS (Details) - Schedule of Segment Information by Geographic Region [Line Items] | |||||||||||
Consolidated revenue | $ 500,705 | $ 462,200 | $ 500,107 | $ 494,149 | $ 502,158 | $ 511,694 | $ 500,020 | $ 502,160 | $ 1,957,161 | $ 2,016,032 | $ 1,991,811 |
Consolidated property, plant and equipment, net | 616,003 | 593,809 | 616,003 | 593,809 | 604,188 | ||||||
United States [Member] | |||||||||||
REPORTABLE SEGMENTS (Details) - Schedule of Segment Information by Geographic Region [Line Items] | |||||||||||
Consolidated revenue | 1,396,086 | 1,386,575 | |||||||||
Consolidated property, plant and equipment, net | 466,266 | 454,255 | 466,266 | 454,255 | 439,737 | ||||||
Europe [Member] | |||||||||||
REPORTABLE SEGMENTS (Details) - Schedule of Segment Information by Geographic Region [Line Items] | |||||||||||
Consolidated revenue | 198,897 | 254,460 | |||||||||
AUSTRALIA | |||||||||||
REPORTABLE SEGMENTS (Details) - Schedule of Segment Information by Geographic Region [Line Items] | |||||||||||
Consolidated revenue | 111,587 | 113,077 | 62,567 | ||||||||
Consolidated property, plant and equipment, net | 26,196 | 22,136 | 26,196 | 22,136 | 28,155 | ||||||
Germany [Member] | |||||||||||
REPORTABLE SEGMENTS (Details) - Schedule of Segment Information by Geographic Region [Line Items] | |||||||||||
Consolidated property, plant and equipment, net | 64,316 | 66,367 | 64,316 | 66,367 | 74,457 | ||||||
Canada [Member] | |||||||||||
REPORTABLE SEGMENTS (Details) - Schedule of Segment Information by Geographic Region [Line Items] | |||||||||||
Consolidated revenue | 112,650 | 132,133 | 134,637 | ||||||||
Consolidated property, plant and equipment, net | 35,984 | 36,449 | 35,984 | 36,449 | 42,374 | ||||||
South America [Member] | |||||||||||
REPORTABLE SEGMENTS (Details) - Schedule of Segment Information by Geographic Region [Line Items] | |||||||||||
Consolidated revenue | 72,813 | 105,691 | |||||||||
All other countries [Member] | |||||||||||
REPORTABLE SEGMENTS (Details) - Schedule of Segment Information by Geographic Region [Line Items] | |||||||||||
Consolidated revenue | 65,128 | 47,881 | |||||||||
Consolidated property, plant and equipment, net | $ 23,241 | $ 14,602 | $ 23,241 | $ 14,602 | $ 19,465 |
REPORTABLE SEGMENTS (Details)
REPORTABLE SEGMENTS (Details) | 12 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 | |
Home & Building Products [Member] | |||
REPORTABLE SEGMENTS (Details) [Line Items] | |||
Concentration Risk, Percentage | 13.00% | 12.00% | 12.00% |
Plastics [Member] | |||
REPORTABLE SEGMENTS (Details) [Line Items] | |||
Concentration Risk, Percentage | 13.00% | 14.00% | 14.00% |
Telephonics [Member] | |||
REPORTABLE SEGMENTS (Details) [Line Items] | |||
Concentration Risk, Percentage | 16.00% | 14.00% | 15.00% |
OTHER INCOME (EXPENSE) (Details
OTHER INCOME (EXPENSE) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 | |
Other Income and Expenses [Abstract] | |||
Currency exchange gains (losses) | $ 770 | $ 286 | $ 220 |
Investment income (loss) | $ 316 | $ 424 | $ 110 |
OTHER COMPREHENSIVE INCOME (100
OTHER COMPREHENSIVE INCOME (LOSS) (Details) - Summary of Other Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 | |
Other Comprehensive Income (Loss), Net of Tax [Abstract] | |||
Foreign currency translation adjustments, Pre-tax | $ 17,284 | $ (56,358) | $ (23,933) |
Pension and other defined benefit plans, Pre-tax | (8,694) | (6,655) | (6,061) |
Cash flow hedge, Pre-tax | (2,593) | 662 | 386 |
Available-for-sale securities, Pre-tax | (1,370) | 1,370 | |
Total other comprehensive income (loss), Pre-tax | 5,997 | (63,721) | (28,238) |
Foreign currency translation adjustments, Tax | 0 | 0 | 0 |
Pension and other defined benefit plans, Tax | 3,043 | 2,329 | 2,147 |
Cash flow hedge, Tax | 907 | (232) | (134) |
Available-for-sale securities, Tax | 500 | (500) | |
Total other comprehensive income (loss), Tax | 3,950 | 2,597 | 1,513 |
Foreign currency translation adjustments, Net of Tax | 17,284 | (56,358) | (23,933) |
Pension and other defined benefit plans, Net of Tax | (5,651) | (4,326) | (3,914) |
Cash flow hedge, Net of Tax | (1,686) | 430 | 252 |
Available-for-sale securities, Net of Tax | 0 | (870) | 870 |
Total other comprehensive income (loss), net of taxes | $ 9,947 | $ (61,124) | $ (26,725) |
OTHER COMPREHENSIVE INCOME (101
OTHER COMPREHENSIVE INCOME (LOSS) (Details) - Accumulated Other Comprehensive Income - USD ($) $ in Thousands | Sep. 30, 2016 | Sep. 30, 2015 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Accumulated other comprehensive loss | $ (81,241) | $ (91,188) |
Foreign currency translation adjustments [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Accumulated other comprehensive loss | (42,894) | (60,178) |
Pension and other defined benefit plans [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Accumulated other comprehensive loss | (37,343) | (31,692) |
Cash flow hedge [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Accumulated other comprehensive loss | $ (1,004) | $ 682 |
OTHER COMPREHENSIVE INCOME (102
OTHER COMPREHENSIVE INCOME (LOSS) (Details) - Total Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 | |
Other Comprehensive Income (Loss), Net of Tax [Abstract] | |||||||||||
Net income (loss) | $ 7,723 | $ 7,596 | $ 6,095 | $ 8,596 | $ 10,803 | $ 10,893 | $ 5,122 | $ 7,471 | $ 30,010 | $ 34,289 | $ (177) |
Other comprehensive income (loss), net of taxes | 9,947 | (61,124) | (26,725) | ||||||||
Comprehensive income (loss) | $ 39,957 | $ (26,835) | $ (26,902) |
OTHER COMPREHENSIVE INCOME (103
OTHER COMPREHENSIVE INCOME (LOSS) (Details) - Summary of Amounts Reclassified from Accumulated Other Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 | |
Other Comprehensive Income (Loss), Net of Tax [Abstract] | |||
Pension amortization | $ (2,375) | $ (2,182) | $ (1,934) |
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI for Sale of Securities, before Tax | 0 | 1,370 | 0 |
Gain (Loss) on Hedging Activity | (752) | ||
Cash flow hedges | 1,223 | 0 | |
Total before tax | (3,127) | 411 | (1,934) |
Tax | 225 | (164) | 677 |
Net of tax | $ (2,902) | $ 247 | $ (1,257) |
CONSOLIDATING GUARANTOR AND 104
CONSOLIDATING GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION (Details) | 12 Months Ended |
Sep. 30, 2016 | |
Clopay Ames True Temper Holding, Corp. [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Subsidiary percentage ownership | 100.00% |
AMES Southern, Inc. [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Subsidiary percentage ownership | 100.00% |
The AMES Companies, Inc. [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Subsidiary percentage ownership | 100.00% |
Telephonics Corporation [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Subsidiary percentage ownership | 100.00% |
Clopay Plastic Products Company Inc. [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Subsidiary percentage ownership | 100.00% |
Clopay Building Products [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Subsidiary percentage ownership | 100.00% |
CONSOLIDATING GUARANTOR AND 105
CONSOLIDATING GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION (Details) - Summary of consolidated balance sheets - USD ($) $ in Thousands | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2013 |
CURRENT ASSETS | ||||
Cash and equivalents | $ 72,553 | $ 52,001 | $ 92,405 | $ 178,130 |
Accounts receivable, net of allowances | 233,751 | 218,755 | ||
Contract costs and recognized income not yet billed, net of progress payments | 126,961 | 103,895 | ||
Inventories, net | 308,869 | 325,809 | ||
Prepaid and other current assets | 38,605 | 40,258 | ||
Assets of discontinued operations | 219 | 236 | ||
Total Current Assets | 780,958 | 740,954 | ||
PROPERTY, PLANT AND EQUIPMENT, net | 405,404 | 379,972 | ||
GOODWILL | 361,185 | 356,241 | 374,111 | |
INTANGIBLE ASSETS, net | 210,599 | 213,837 | ||
INTERCOMPANY RECEIVABLE | 0 | 0 | ||
EQUITY INVESTMENTS IN SUBSIDIARIES | 0 | 0 | ||
OTHER ASSETS | 21,982 | 18,554 | ||
ASSETS OF DISCONTINUED OPERATIONS | 1,968 | 3,255 | ||
Total Assets | 1,782,096 | 1,712,813 | 1,808,826 | |
CURRENT LIABILITIES | ||||
Notes payable and current portion of long-term debt | 22,644 | 16,593 | ||
Accounts payable and accrued liabilities | 293,935 | 301,015 | ||
Liabilities of discontinued operations | 1,684 | 2,229 | ||
Total Current Liabilities | 318,263 | 319,837 | ||
LONG-TERM DEBT, net of debt discounts | 913,914 | 826,976 | ||
INTERCOMPANY PAYABLES | 0 | 0 | ||
OTHER LIABILITIES | 137,266 | 132,096 | ||
LIABILITIES OF DISCONTINUED OPERATIONS | 1,706 | 3,379 | ||
Total Liabilities | 1,371,149 | 1,282,288 | ||
SHAREHOLDERS’ EQUITY | 410,947 | 430,525 | 532,027 | 650,464 |
Total Liabilities and Shareholders’ Equity | 1,782,096 | 1,712,813 | ||
Parent Company [Member] | ||||
CURRENT ASSETS | ||||
Cash and equivalents | 6,517 | 2,440 | 6,813 | 68,994 |
Accounts receivable, net of allowances | 0 | 0 | ||
Contract costs and recognized income not yet billed, net of progress payments | 0 | 0 | ||
Inventories, net | 0 | 0 | ||
Prepaid and other current assets | 39,763 | 8,665 | ||
Assets of discontinued operations | 0 | 0 | ||
Total Current Assets | 46,280 | 11,105 | ||
PROPERTY, PLANT AND EQUIPMENT, net | 956 | 1,108 | ||
GOODWILL | 0 | 0 | ||
INTANGIBLE ASSETS, net | 0 | 0 | ||
INTERCOMPANY RECEIVABLE | 539,938 | 542,297 | ||
EQUITY INVESTMENTS IN SUBSIDIARIES | 824,887 | 745,262 | ||
OTHER ASSETS | 6,529 | 37,982 | ||
ASSETS OF DISCONTINUED OPERATIONS | 0 | 0 | ||
Total Assets | 1,418,590 | 1,337,754 | ||
CURRENT LIABILITIES | ||||
Notes payable and current portion of long-term debt | 3,153 | 2,202 | ||
Accounts payable and accrued liabilities | 65,751 | 26,365 | ||
Liabilities of discontinued operations | 0 | 0 | ||
Total Current Liabilities | 68,904 | 28,567 | ||
LONG-TERM DEBT, net of debt discounts | 848,589 | 752,839 | ||
INTERCOMPANY PAYABLES | 57,648 | 76,477 | ||
OTHER LIABILITIES | 32,502 | 49,346 | ||
LIABILITIES OF DISCONTINUED OPERATIONS | 0 | 0 | ||
Total Liabilities | 1,007,643 | 907,229 | ||
SHAREHOLDERS’ EQUITY | 410,947 | 430,525 | ||
Total Liabilities and Shareholders’ Equity | 1,418,590 | 1,337,754 | ||
Guarantor Subsidiaries [Member] | ||||
CURRENT ASSETS | ||||
Cash and equivalents | 27,692 | 10,671 | 31,522 | 25,343 |
Accounts receivable, net of allowances | 175,583 | 178,830 | ||
Contract costs and recognized income not yet billed, net of progress payments | 126,961 | 103,879 | ||
Inventories, net | 239,325 | 257,929 | ||
Prepaid and other current assets | 31,191 | 27,584 | ||
Assets of discontinued operations | 0 | 0 | ||
Total Current Assets | 600,752 | 578,893 | ||
PROPERTY, PLANT AND EQUIPMENT, net | 303,735 | 286,854 | ||
GOODWILL | 284,875 | 284,875 | ||
INTANGIBLE ASSETS, net | 147,960 | 152,412 | ||
INTERCOMPANY RECEIVABLE | 713,118 | 904,840 | ||
EQUITY INVESTMENTS IN SUBSIDIARIES | 866,595 | 644,577 | ||
OTHER ASSETS | 12,151 | 30,203 | ||
ASSETS OF DISCONTINUED OPERATIONS | 0 | 0 | ||
Total Assets | 2,929,186 | 2,882,654 | ||
CURRENT LIABILITIES | ||||
Notes payable and current portion of long-term debt | 2,307 | 3,842 | ||
Accounts payable and accrued liabilities | 202,657 | 222,758 | ||
Liabilities of discontinued operations | 0 | 0 | ||
Total Current Liabilities | 204,964 | 226,600 | ||
LONG-TERM DEBT, net of debt discounts | 18,872 | 17,116 | ||
INTERCOMPANY PAYABLES | 737,980 | 831,345 | ||
OTHER LIABILITIES | 114,491 | 126,956 | ||
LIABILITIES OF DISCONTINUED OPERATIONS | 0 | 0 | ||
Total Liabilities | 1,076,307 | 1,202,017 | ||
SHAREHOLDERS’ EQUITY | 1,852,879 | 1,680,637 | ||
Total Liabilities and Shareholders’ Equity | 2,929,186 | 2,882,654 | ||
Non-Guarantor Subsidiaries [Member] | ||||
CURRENT ASSETS | ||||
Cash and equivalents | 38,344 | 38,890 | 54,070 | 83,793 |
Accounts receivable, net of allowances | 63,810 | 61,772 | ||
Contract costs and recognized income not yet billed, net of progress payments | 0 | 16 | ||
Inventories, net | 69,544 | 67,880 | ||
Prepaid and other current assets | 16,447 | 12,488 | ||
Assets of discontinued operations | 219 | 236 | ||
Total Current Assets | 188,364 | 181,282 | ||
PROPERTY, PLANT AND EQUIPMENT, net | 100,713 | 92,010 | ||
GOODWILL | 76,310 | 71,366 | ||
INTANGIBLE ASSETS, net | 62,639 | 61,425 | ||
INTERCOMPANY RECEIVABLE | 307,081 | 263,480 | ||
EQUITY INVESTMENTS IN SUBSIDIARIES | 1,916,622 | 1,740,889 | ||
OTHER ASSETS | 12,675 | 9,959 | ||
ASSETS OF DISCONTINUED OPERATIONS | 1,968 | 3,255 | ||
Total Assets | 2,666,372 | 2,423,666 | ||
CURRENT LIABILITIES | ||||
Notes payable and current portion of long-term debt | 17,184 | 10,549 | ||
Accounts payable and accrued liabilities | 65,213 | 72,843 | ||
Liabilities of discontinued operations | 1,684 | 2,229 | ||
Total Current Liabilities | 84,081 | 85,621 | ||
LONG-TERM DEBT, net of debt discounts | 46,453 | 57,021 | ||
INTERCOMPANY PAYABLES | 735,053 | 775,120 | ||
OTHER LIABILITIES | 26,574 | 28,428 | ||
LIABILITIES OF DISCONTINUED OPERATIONS | 1,706 | 3,379 | ||
Total Liabilities | 893,867 | 949,569 | ||
SHAREHOLDERS’ EQUITY | 1,772,505 | 1,474,097 | ||
Total Liabilities and Shareholders’ Equity | 2,666,372 | 2,423,666 | ||
Consolidation, Eliminations [Member] | ||||
CURRENT ASSETS | ||||
Cash and equivalents | 0 | 0 | $ 0 | $ 0 |
Accounts receivable, net of allowances | (5,642) | (21,847) | ||
Contract costs and recognized income not yet billed, net of progress payments | 0 | 0 | ||
Inventories, net | 0 | 0 | ||
Prepaid and other current assets | (48,796) | (8,479) | ||
Assets of discontinued operations | 0 | 0 | ||
Total Current Assets | (54,438) | (30,326) | ||
PROPERTY, PLANT AND EQUIPMENT, net | 0 | 0 | ||
GOODWILL | 0 | 0 | ||
INTANGIBLE ASSETS, net | 0 | 0 | ||
INTERCOMPANY RECEIVABLE | (1,560,137) | (1,710,617) | ||
EQUITY INVESTMENTS IN SUBSIDIARIES | (3,608,104) | (3,130,728) | ||
OTHER ASSETS | (9,373) | (59,590) | ||
ASSETS OF DISCONTINUED OPERATIONS | 0 | 0 | ||
Total Assets | (5,232,052) | (4,931,261) | ||
CURRENT LIABILITIES | ||||
Notes payable and current portion of long-term debt | 0 | 0 | ||
Accounts payable and accrued liabilities | (39,686) | (20,951) | ||
Liabilities of discontinued operations | 0 | 0 | ||
Total Current Liabilities | (39,686) | (20,951) | ||
LONG-TERM DEBT, net of debt discounts | 0 | 0 | ||
INTERCOMPANY PAYABLES | (1,530,681) | (1,682,942) | ||
OTHER LIABILITIES | (36,301) | (72,634) | ||
LIABILITIES OF DISCONTINUED OPERATIONS | 0 | 0 | ||
Total Liabilities | (1,606,668) | (1,776,527) | ||
SHAREHOLDERS’ EQUITY | (3,625,384) | (3,154,734) | ||
Total Liabilities and Shareholders’ Equity | $ (5,232,052) | $ (4,931,261) |
CONSOLIDATING GUARANTOR AND 106
CONSOLIDATING GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION (Details) - Summary of consolidated statement of operations and comprehensive income - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 | |
Condensed Income Statements, Captions [Line Items] | |||||||||||
Revenue | $ 500,705 | $ 462,200 | $ 500,107 | $ 494,149 | $ 502,158 | $ 511,694 | $ 500,020 | $ 502,160 | $ 1,957,161 | $ 2,016,032 | $ 1,991,811 |
Cost of goods and services | 1,483,727 | 1,540,254 | 1,532,412 | ||||||||
Gross profit | 123,815 | 119,357 | 114,157 | 116,105 | 119,925 | 123,489 | 114,375 | 117,989 | 473,434 | 475,778 | 459,399 |
Selling, general and administrative expenses | 364,027 | 374,761 | 375,099 | ||||||||
Restructuring and other related charges | 5,900 | 0 | 6,136 | ||||||||
Total operating expenses | 369,927 | 374,761 | 381,235 | ||||||||
Income from operations | 103,507 | 101,017 | 78,164 | ||||||||
Other income (expense) | |||||||||||
Interest income (expense), net | (51,111) | (47,872) | (48,144) | ||||||||
Loss from debt extinguishment | 0 | 0 | (38,890) | ||||||||
Other, net | 768 | 491 | 3,154 | ||||||||
Total other income (expense) | (50,343) | (47,381) | (83,880) | ||||||||
Income (loss) before taxes | 53,164 | 53,636 | (5,716) | ||||||||
Provision (benefit) for income taxes | 23,154 | 19,347 | (5,539) | ||||||||
Income (loss) before equity in net income of subsidiaries | 30,010 | 34,289 | (177) | ||||||||
Equity in net income (loss) of subsidiaries | 0 | 0 | 0 | ||||||||
Net income (loss) | $ 7,723 | $ 7,596 | $ 6,095 | $ 8,596 | $ 10,803 | $ 10,893 | $ 5,122 | $ 7,471 | 30,010 | 34,289 | (177) |
Other comprehensive income (loss), net of taxes | 9,947 | (61,124) | (26,725) | ||||||||
Comprehensive income (loss) | 39,957 | (26,835) | (26,902) | ||||||||
Parent Company [Member] | |||||||||||
Condensed Income Statements, Captions [Line Items] | |||||||||||
Revenue | 0 | 0 | 0 | ||||||||
Cost of goods and services | 0 | 0 | 0 | ||||||||
Gross profit | 0 | 0 | 0 | ||||||||
Selling, general and administrative expenses | 26,427 | 22,637 | 24,084 | ||||||||
Restructuring and other related charges | 0 | 0 | 0 | ||||||||
Total operating expenses | 26,427 | 22,637 | 24,084 | ||||||||
Income from operations | (26,427) | (22,637) | (24,084) | ||||||||
Other income (expense) | |||||||||||
Interest income (expense), net | (12,549) | (8,741) | (10,079) | ||||||||
Loss from debt extinguishment | (38,890) | ||||||||||
Other, net | 337 | 438 | 111 | ||||||||
Total other income (expense) | (12,212) | (8,303) | (48,858) | ||||||||
Income (loss) before taxes | (38,639) | (30,940) | (72,942) | ||||||||
Provision (benefit) for income taxes | (16,333) | (11,041) | (32,044) | ||||||||
Income (loss) before equity in net income of subsidiaries | (22,306) | (19,899) | (40,898) | ||||||||
Equity in net income (loss) of subsidiaries | 52,316 | 54,188 | 40,721 | ||||||||
Net income (loss) | 30,010 | 34,289 | (177) | ||||||||
Comprehensive income (loss) | 39,957 | (26,835) | (26,902) | ||||||||
Guarantor Subsidiaries [Member] | |||||||||||
Condensed Income Statements, Captions [Line Items] | |||||||||||
Revenue | 1,560,535 | 1,581,295 | 1,526,678 | ||||||||
Cost of goods and services | 1,173,928 | 1,204,872 | 1,156,268 | ||||||||
Gross profit | 386,607 | 376,423 | 370,410 | ||||||||
Selling, general and administrative expenses | 263,357 | 272,421 | 281,930 | ||||||||
Restructuring and other related charges | 1,299 | 0 | 4,234 | ||||||||
Total operating expenses | 264,656 | 272,421 | 286,164 | ||||||||
Income from operations | 121,951 | 104,002 | 84,246 | ||||||||
Other income (expense) | |||||||||||
Interest income (expense), net | (34,588) | (30,547) | (28,630) | ||||||||
Other, net | 3,471 | 10,521 | 7,945 | ||||||||
Total other income (expense) | (31,117) | (20,026) | (20,685) | ||||||||
Income (loss) before taxes | 90,834 | 83,976 | 63,561 | ||||||||
Provision (benefit) for income taxes | 34,535 | 31,100 | 26,480 | ||||||||
Income (loss) before equity in net income of subsidiaries | 56,299 | 52,876 | 37,081 | ||||||||
Equity in net income (loss) of subsidiaries | (5,728) | 3,062 | 3,531 | ||||||||
Net income (loss) | 50,571 | 55,938 | 40,612 | ||||||||
Comprehensive income (loss) | 44,265 | 34,318 | 28,355 | ||||||||
Non-Guarantor Subsidiaries [Member] | |||||||||||
Condensed Income Statements, Captions [Line Items] | |||||||||||
Revenue | 425,182 | 475,380 | 519,349 | ||||||||
Cost of goods and services | 339,934 | 377,348 | 424,568 | ||||||||
Gross profit | 85,248 | 98,032 | 94,781 | ||||||||
Selling, general and administrative expenses | 74,613 | 80,073 | 75,551 | ||||||||
Restructuring and other related charges | 4,601 | 0 | 1,902 | ||||||||
Total operating expenses | 79,214 | 80,073 | 77,453 | ||||||||
Income from operations | 6,034 | 17,959 | 17,328 | ||||||||
Other income (expense) | |||||||||||
Interest income (expense), net | (3,974) | (8,584) | (9,435) | ||||||||
Other, net | (1,091) | (8,775) | (4,228) | ||||||||
Total other income (expense) | (5,065) | (17,359) | (13,663) | ||||||||
Income (loss) before taxes | 969 | 600 | 3,665 | ||||||||
Provision (benefit) for income taxes | 4,952 | (712) | 25 | ||||||||
Income (loss) before equity in net income of subsidiaries | (3,983) | 1,312 | 3,640 | ||||||||
Equity in net income (loss) of subsidiaries | 56,299 | 52,876 | 37,081 | ||||||||
Net income (loss) | 52,316 | 54,188 | 40,721 | ||||||||
Comprehensive income (loss) | 68,970 | 15,080 | 25,704 | ||||||||
Consolidation, Eliminations [Member] | |||||||||||
Condensed Income Statements, Captions [Line Items] | |||||||||||
Revenue | (28,556) | (40,643) | (54,216) | ||||||||
Cost of goods and services | (30,135) | (41,966) | (48,424) | ||||||||
Gross profit | 1,579 | 1,323 | (5,792) | ||||||||
Selling, general and administrative expenses | (370) | (370) | (6,466) | ||||||||
Restructuring and other related charges | 0 | 0 | 0 | ||||||||
Total operating expenses | (370) | (370) | (6,466) | ||||||||
Income from operations | 1,949 | 1,693 | 674 | ||||||||
Other income (expense) | |||||||||||
Interest income (expense), net | 0 | 0 | 0 | ||||||||
Other, net | (1,949) | (1,693) | (674) | ||||||||
Total other income (expense) | (1,949) | (1,693) | (674) | ||||||||
Income (loss) before taxes | 0 | 0 | 0 | ||||||||
Provision (benefit) for income taxes | 0 | 0 | 0 | ||||||||
Income (loss) before equity in net income of subsidiaries | 0 | 0 | 0 | ||||||||
Equity in net income (loss) of subsidiaries | (102,887) | (110,126) | (81,333) | ||||||||
Net income (loss) | (102,887) | (110,126) | (81,333) | ||||||||
Comprehensive income (loss) | $ (113,235) | $ (49,398) | $ (54,059) |
CONSOLIDATING GUARANTOR AND 107
CONSOLIDATING GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION (Details) - Summary of consolidated cash flows - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||||||
Net income (loss) | $ 7,723 | $ 7,596 | $ 6,095 | $ 8,596 | $ 10,803 | $ 10,893 | $ 5,122 | $ 7,471 | $ 30,010 | $ 34,289 | $ (177) |
Net cash provided by (used in) operating activities | 105,937 | 76,137 | 93,301 | ||||||||
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||||||
Acquisition of property, plant and equipment | (90,759) | (73,620) | (77,094) | ||||||||
Acquired business, net of cash acquired | (4,470) | (2,225) | (62,306) | ||||||||
Intercompany distributions | 0 | 0 | |||||||||
Investment sales (purchases) | 715 | 8,891 | (8,402) | ||||||||
Proceeds from sale of property, plant and equipment | 909 | 334 | 552 | ||||||||
Net cash used in investing activities | (93,605) | (66,620) | (147,250) | ||||||||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||||||
Proceeds from issuance of common stock | 0 | 371 | 584 | ||||||||
Purchase of shares for treasury | (65,307) | (82,343) | (79,614) | ||||||||
Proceeds from issuance of debt | 302,362 | 233,491 | 691,943 | ||||||||
Payments of long-term debt | (214,986) | (187,735) | (603,094) | ||||||||
Change in short-term borrowings | (54) | (365) | (749) | ||||||||
Financing costs | (4,384) | (1,308) | (11,298) | ||||||||
Purchase of ESOP shares | 0 | 0 | (20,000) | ||||||||
Tax effect from exercise/vesting of equity awards, net | 0 | 345 | 273 | ||||||||
Dividends | (8,798) | (7,654) | (6,273) | ||||||||
Other, net | 55 | 347 | 298 | ||||||||
Net cash used in financing activities | 8,888 | (44,851) | (27,930) | ||||||||
CASH FLOWS FROM DISCONTINUED OPERATIONS: | |||||||||||
Net cash used in discontinued operations | (1,554) | (918) | (1,528) | ||||||||
Effect of exchange rate changes on cash and equivalents | 886 | (4,152) | (2,318) | ||||||||
NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS | 20,552 | (40,404) | (85,725) | ||||||||
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD | 52,001 | 92,405 | 52,001 | 92,405 | 178,130 | ||||||
CASH AND EQUIVALENTS AT END OF PERIOD | 72,553 | 52,001 | 72,553 | 52,001 | 92,405 | ||||||
Parent Company [Member] | |||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||||||
Net income (loss) | 30,010 | 34,289 | (177) | ||||||||
Net cash provided by (used in) operating activities | (11,879) | 58,760 | (3,902) | ||||||||
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||||||
Acquisition of property, plant and equipment | (274) | (700) | |||||||||
Acquired business, net of cash acquired | 0 | 0 | |||||||||
Intercompany distributions | 10,000 | 10,000 | |||||||||
Investment sales (purchases) | 715 | 8,891 | (8,402) | ||||||||
Proceeds from sale of property, plant and equipment | 0 | 0 | |||||||||
Net cash used in investing activities | 18,617 | 898 | |||||||||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||||||
Proceeds from issuance of common stock | 371 | 584 | |||||||||
Purchase of shares for treasury | (82,343) | (79,614) | |||||||||
Proceeds from issuance of debt | 124,500 | 659,568 | |||||||||
Payments of long-term debt | (116,702) | (598,250) | |||||||||
Change in short-term borrowings | 0 | 0 | 0 | ||||||||
Financing costs | (4,277) | (614) | (10,763) | ||||||||
Purchase of ESOP shares | (20,000) | ||||||||||
Tax effect from exercise/vesting of equity awards, net | 345 | 273 | |||||||||
Dividends | (7,654) | (11,273) | |||||||||
Other, net | 347 | 298 | |||||||||
Net cash used in financing activities | (81,750) | (59,177) | |||||||||
CASH FLOWS FROM DISCONTINUED OPERATIONS: | |||||||||||
Net cash used in discontinued operations | 0 | 0 | |||||||||
Effect of exchange rate changes on cash and equivalents | 0 | 0 | |||||||||
NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS | (4,373) | (62,181) | |||||||||
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD | 2,440 | 6,813 | 2,440 | 6,813 | 68,994 | ||||||
CASH AND EQUIVALENTS AT END OF PERIOD | 6,517 | 2,440 | 6,517 | 2,440 | 6,813 | ||||||
Guarantor Subsidiaries [Member] | |||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||||||
Net income (loss) | 50,571 | 55,938 | 40,612 | ||||||||
Net cash provided by (used in) operating activities | 27,130 | 17,168 | |||||||||
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||||||
Acquisition of property, plant and equipment | (78,159) | (54,196) | (64,320) | ||||||||
Acquired business, net of cash acquired | (2,225) | 2,675 | |||||||||
Intercompany distributions | (10,000) | (10,000) | |||||||||
Investment sales (purchases) | 0 | 0 | 0 | ||||||||
Proceeds from sale of property, plant and equipment | 765 | 142 | 360 | ||||||||
Net cash used in investing activities | (66,279) | (71,285) | |||||||||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||||||
Proceeds from issuance of common stock | 0 | 0 | |||||||||
Purchase of shares for treasury | 0 | 0 | |||||||||
Proceeds from issuance of debt | 13,596 | (102) | |||||||||
Payments of long-term debt | (1,263) | (1,135) | |||||||||
Change in short-term borrowings | 0 | 0 | |||||||||
Financing costs | (196) | 0 | |||||||||
Purchase of ESOP shares | 0 | ||||||||||
Tax effect from exercise/vesting of equity awards, net | 0 | 0 | |||||||||
Dividends | 0 | 5,000 | |||||||||
Other, net | 6,161 | 56,533 | |||||||||
Net cash used in financing activities | 18,298 | 60,296 | |||||||||
CASH FLOWS FROM DISCONTINUED OPERATIONS: | |||||||||||
Net cash used in discontinued operations | 0 | 0 | |||||||||
Effect of exchange rate changes on cash and equivalents | 0 | 0 | 0 | ||||||||
NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS | 17,021 | (20,851) | 6,179 | ||||||||
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD | 10,671 | 31,522 | 10,671 | 31,522 | 25,343 | ||||||
CASH AND EQUIVALENTS AT END OF PERIOD | 27,692 | 10,671 | 27,692 | 10,671 | 31,522 | ||||||
Non-Guarantor Subsidiaries [Member] | |||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||||||
Net income (loss) | 52,316 | 54,188 | 40,721 | ||||||||
Net cash provided by (used in) operating activities | (9,753) | 80,035 | |||||||||
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||||||
Acquisition of property, plant and equipment | (19,150) | (12,074) | |||||||||
Acquired business, net of cash acquired | 0 | (64,981) | |||||||||
Intercompany distributions | 0 | 0 | |||||||||
Investment sales (purchases) | 0 | 0 | 0 | ||||||||
Proceeds from sale of property, plant and equipment | 192 | 192 | |||||||||
Net cash used in investing activities | (13,941) | (18,958) | (76,863) | ||||||||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||||||
Proceeds from issuance of common stock | 0 | 0 | |||||||||
Purchase of shares for treasury | 0 | 0 | 0 | ||||||||
Proceeds from issuance of debt | 95,395 | 32,477 | |||||||||
Payments of long-term debt | (35,338) | (69,770) | (3,709) | ||||||||
Change in short-term borrowings | (54) | (365) | (749) | ||||||||
Financing costs | (498) | (535) | |||||||||
Purchase of ESOP shares | 0 | ||||||||||
Tax effect from exercise/vesting of equity awards, net | 0 | 0 | |||||||||
Dividends | 0 | 0 | 0 | ||||||||
Other, net | (6,161) | (56,533) | |||||||||
Net cash used in financing activities | (4,862) | 18,601 | (29,049) | ||||||||
CASH FLOWS FROM DISCONTINUED OPERATIONS: | |||||||||||
Net cash used in discontinued operations | (918) | (1,528) | |||||||||
Effect of exchange rate changes on cash and equivalents | (4,152) | (2,318) | |||||||||
NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS | (546) | (15,180) | (29,723) | ||||||||
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD | 38,890 | 54,070 | 38,890 | 54,070 | 83,793 | ||||||
CASH AND EQUIVALENTS AT END OF PERIOD | 38,344 | 38,890 | 38,344 | 38,890 | 54,070 | ||||||
Consolidation, Eliminations [Member] | |||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||||||
Net income (loss) | (102,887) | (110,126) | (81,333) | ||||||||
Net cash provided by (used in) operating activities | 0 | 0 | |||||||||
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||||||
Acquisition of property, plant and equipment | 0 | 0 | 0 | ||||||||
Acquired business, net of cash acquired | 0 | 0 | |||||||||
Intercompany distributions | 0 | 0 | 0 | ||||||||
Investment sales (purchases) | 0 | 0 | 0 | ||||||||
Proceeds from sale of property, plant and equipment | 0 | 0 | |||||||||
Net cash used in investing activities | 0 | 0 | 0 | ||||||||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||||||
Proceeds from issuance of common stock | 0 | 0 | |||||||||
Purchase of shares for treasury | 0 | 0 | |||||||||
Proceeds from issuance of debt | 0 | 0 | 0 | ||||||||
Payments of long-term debt | 0 | 0 | 0 | ||||||||
Change in short-term borrowings | 0 | 0 | 0 | ||||||||
Financing costs | 0 | 0 | |||||||||
Purchase of ESOP shares | 0 | ||||||||||
Tax effect from exercise/vesting of equity awards, net | 0 | 0 | |||||||||
Dividends | 0 | 0 | |||||||||
Other, net | 0 | 0 | |||||||||
Net cash used in financing activities | 0 | 0 | |||||||||
CASH FLOWS FROM DISCONTINUED OPERATIONS: | |||||||||||
Net cash used in discontinued operations | 0 | 0 | 0 | ||||||||
Effect of exchange rate changes on cash and equivalents | 0 | 0 | |||||||||
NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS | 0 | 0 | 0 | ||||||||
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD | $ 0 | $ 0 | 0 | 0 | 0 | ||||||
CASH AND EQUIVALENTS AT END OF PERIOD | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) | Nov. 16, 2016$ / shares |
Subsequent Event [Member] | |
SUBSEQUENT EVENTS (Details) [Line Items] | |
Dividends payable, amount per share (in Dollars per share) | $ 0.06 |
SCHEDULE II VALUATION AND QU109
SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS (Details) - Schedule of Valuation and Qualifying Accounts - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 | |
Allowance for Doubtful Accounts [Member] | |||
Segment Reporting Information [Line Items] | |||
Balance at Beginning of Year | $ 5,342 | $ 7,336 | $ 6,136 |
Recorded to Cost and Expense | 3,168 | 1,389 | 4,014 |
Accounts Written Off, net | (2,152) | (3,139) | (2,769) |
Other | 67 | (244) | (45) |
Balance at End of Year | 6,425 | 5,342 | 7,336 |
Inventory valuation [Member] | |||
Segment Reporting Information [Line Items] | |||
Balance at Beginning of Year | 14,634 | 16,613 | 15,728 |
Recorded to Cost and Expense | 12,425 | 6,476 | 13,613 |
Accounts Written Off, net | (9,007) | (7,603) | (12,627) |
Other | 391 | (852) | (101) |
Balance at End of Year | 18,443 | 14,634 | 16,613 |
Deferred tax valuation allowance [Member] | |||
Segment Reporting Information [Line Items] | |||
Balance at Beginning of Year | 10,462 | 15,649 | 13,421 |
Recorded to Cost and Expense | 2,370 | (5,187) | 2,228 |
Accounts Written Off, net | 0 | 0 | 0 |
Other | 0 | 0 | 0 |
Balance at End of Year | 12,832 | 10,462 | 15,649 |
Bad debts [Member] | Allowance for Doubtful Accounts [Member] | |||
Segment Reporting Information [Line Items] | |||
Balance at Beginning of Year | 2,640 | 3,627 | 4,080 |
Recorded to Cost and Expense | 347 | 76 | 359 |
Accounts Written Off, net | (783) | (934) | (784) |
Other | 45 | (129) | (28) |
Balance at End of Year | 2,249 | 2,640 | 3,627 |
Sales returns and allowances [Member] | Allowance for Doubtful Accounts [Member] | |||
Segment Reporting Information [Line Items] | |||
Balance at Beginning of Year | 2,702 | 3,709 | 2,056 |
Recorded to Cost and Expense | 2,821 | 1,313 | 3,655 |
Accounts Written Off, net | (1,369) | (2,205) | (1,985) |
Other | 22 | (115) | (17) |
Balance at End of Year | $ 4,176 | $ 2,702 | $ 3,709 |